Inner Demons
by SapphireLibra3
Summary: On her twenty-first birthday, Twilight Sparkle comes across an ancient prophesy which starts a downward spiral into darkness. Will her friends be able to rescue both Twilight AND Equestria from the monster within? Will their friendship survive? Warning: This story is NOT for the faint of heart.
1. Chapter 1

**I know that I have too many stories, but this one is important to me. I plan on working on this story till the end.**

**For those who have read some of my other works, this follows a similar flow like Super Mario Dark Side. I plan on making this one better than Dark Side though.  
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Chapter 1: The Most Important Day of your Life!

"Twilight, get up!" Spike called out from downstairs.

Boy, since when did Spike get up before her, Twilight Sparkle thought with a yawn. Usually this was the other way around; Twilight would be up at six o'clock or so, do a little reading for herself, and then call Spike down at around nine. Spike waking her up? Either she slept in longer than she ever did, or there was something else going on.

But for Spike to wake up... and to do so without any effort...

She got out of her bed and looked at her clock, getting the shock of a lifetime. It was already nine-thirty! Spike let her sleep in _that_ late? Now in a state of panic, Twilight ran out of her room and rushed over to the bathroom.

"LATE! I'm late!" Twilight cried out before pulling out her tooth brush. While brushing her teeth, she used her magic to turn on the water in the shower. Even if her schedule was thrown off, she had to maintain a sense of cleansliness, and that only added to her frustration.

After her shower, she rushed downstairs with a list floating next to her.

"Why didn't you wake me up?" Twilight asked.

"Um... well Twilight-"

"You were up all this time and you didn't bother to wake me?"

"You see, what happened was-"

"You know I run on a tight schedule, Spike. I wake up at six o'clock so I can get to work on cleaning the library after a little pleasure studying."

"If you'd let me-"

"Now my whole day is thrown off! God Spike, I expect better from you."

"TWILIGHT!" Spike finally shouted, stopping Twilight in her tracks, "I took care of all of that," he explained.

"Um, excuse me?" Twilight asked.

"Yeah, I sorted all the books, dusted the shelves, and I even made breakfast," Spike explained, actually making Twilight look around. Sure enough, the library hadn't looked so clean. Her books were organized in alphabetic order, the shelves, desks, everything was sparkling, it looked like Spike even mopped.

"Oh... uh... Wait, did you say you also made breakfast?" Twilight asked now raising an eyebrow.

Spike chuckled, "Come with me," he said walking into the kitchen. Twilight shrugged and followed him. When she got into the kitchen she saw a plate of food, nicely prepared with pancakes and orange juice. Looking at this surprised Twilight. It was touching that Spike went so far, but there had to be a reason.

"Okay, what's up?" Twilight said with an edge of suspicion, "Did you break something?"

Spike laughed, "No Twilight."

"So you want something and you're afraid I'm going to say no, right?" Twilight asked, making Spike laugh again.

"No Twilight. I can't believe _you_ of all people would forget today."

"What?" Twilight asked, now a little frustrated, "So what's going on? And why the heck are you laughing so hard?"

"Twilight, I did this as a present for you."

"A... present?"

"Yeah, a _birthday _present!"

"Huh?" Twilight asked, now looking at the calendar. Sure enough, not only was it her birthday, but an important one.

She turned twenty-one today.

Looking at the calendar made Twilight's excitement rise higher and higher, until she was laughing happily. She then ran over to Spike, used her magic to put him on her back, and then began dancing and spinning around in happiness, laughing the whole time.

"I take it you're happy?" Spike asked.

"Of course!" Twilight set Spike down, "Today I'm twenty-one! Do you realize what this means?"

"That you're finally legal? That you can finally go drinking with the others? That you can go into all the cool clubs now?"

"Well, technically," even Twilight had to admit, she was curious about what went on in those clubs, "But that's not what I'm talking about!" she used her magic to bring a golden chest into the kitchen, "Princess Celestia put a number of books in this chest, but there's a special lock on it. It will only open for me when I'm twenty-one. Spike, I can finally learn magic on the Princess' level!"

"Right, I remember when she gave you that chest," Spike said looking at the chest, and the strange lock keeping it closed. Like the door that sealed the Elements of Harmony, this chest had a lock that would only open up when a specified unicorn inserted their horn in the center where the keyhole usually was. This particular lock was made to only open for Twilight Sparkle, but it was charmed to only open when she turned twenty-one. Twilight had no idea what kind of magic and knowledge she would find, but it had to be major. Why else would Twilight have to wait so long to open it?

"I've perfected every other spell she taught me," Twilight said walking up to her breakfast, "and I've learned every single spell in the books I could access before. All that's left is for me to learn about the spells in that chest."

"So are you going to open it right away?" Spike asked going to the sink.

"As much as I want to, I think I want to wait until later. Knowing Pinkie Pie, she probably has something really big planned for this day."

"Yeah, probably," Spike said laughing silently. Twilight took note, but left it alone. I mean, why stop Spike with another question? He was doing the _dishes_! Twilight began wishing everyday were her twenty-first birthday.

Although she said she wouldn't read them, she was still curious about them. After breakfast, she decided to spend some time getting to know the new books while she waited for the visit she knew was coming. The books themselves had really interesting titles: Dark Artes and their Origins, The Secrets of Necromancy, Prophesies of the Old World, there were so many different books, and all of them had weird names. Why would Princess Celestia give her these kind of books. She then looked at the bottom of the chest and saw a letter from the Princess.

_Dear Twilight Sparkle,_

_For you to read this means you have finally reached the age appropriate for the knowledge in these books. You may be wondering why I would give you such books after I forbade you long ago to ingest such knowledge. I feel that now that you are twenty-one, you are mature enough to learn about this side of magic and not use it for evil. Rather, I hope that it will aid in your personal growth and you will use this knowledge to maintain order between light and darkness._

_Finally, happy birthday Twilight._

_Your beloved teacher, Celestia_

Okay, so that made sense, Twilight thought. Princess Celestia always trusted Twilight, and once she became her personal student, Twilight knew she was meant for something big.

They met when Twilight was only six. She had always been gifted in the art of magic, so her parents, Starlight Sparkle (mom) and Moonlight Sparkle (dad) wanted to enroll her into Princess Celestia's Magic School for Gifted Unicorns. She passed the written exam, but her final test was for her to hatch a dragon egg. She was so nervous though, that she wasn't able to perform at her best, and couldn't muster enough magic to hatch the egg. As she tried to unleash all of the magic she could, a magical explosion in the sky startled her, causing her magic to go out of control (she later on in life learned that this was Rainbow Dash's Sonic Rainbom.)

With her magic going crazy, she turned her parents into plants, accidentally enchanted the judges, and although she hatched the dragon's egg, she also instantly grew him to full size. Princess Celestia came just in time, and calmed Twilight down, which also reversed the magic. It was then that Princess Celestia offered to teach Twilight herself as a personal student. That was also the day Twilight got her Cutie Mark.

After that day, Princess Celestia and Twilight began to form a powerful bond, one that to some degrees emulated sisterly love. Not only had Princess Celestia made sure all of her studies were taken care of, but she also taught her many joys in Equestria, never letting her spend all day studying (which she would have done had she been given the chance). Twilight knew that Princess Celestia had major plans for her, so keeping the balance of magic seemed ideal. This meant she wanted Twilight by her side not just as a student, but as an equal, maybe even a friend.

At that moment, there was a knock on the door. Twilight figured this was one of her friends, so she put the books aside resolving to get to work reading them later, and decided to open the door.

"Hello?" Twilight asked opening the door.

"Twilight! Darling!" the high and proper tone voice of her friend Rarity cried out, followed by a hug.

"Rarity, this is a surprise," and it was. Twilight was expecting to see Pinkie Pie first.

"Well, I don't see how," Rarity said, "Especially considering what day it is."

"Well yeah, true," Twilight said with a smile.

"Now, are you going to force me to stand outside or am I allowed to come in?" Rarity asked.

"Of course, come in," Twilight said ushering Rarity inside. As Rarity elegantly walked in, Twilight felt a bit of envy looking at the white unicorn's saunter. If only she could be as beautiful as Rarity.

"Spike," Twilight called out, "Rarity is here."

Upstairs, both unicorns heard loud shuffling, followed by a loud SLAM and really fast foot steps. A second later, Spike appeared at the top of the stairs.

"Hi Rarity!" Spike said happily.

"_Hello_ Spike," Rarity said, "Did you give Twilight your present yet?"

"I'm still doing that," Spike stated.

"Spike has been doing all of the chores to give me the day off," Twilight explained.

"Oh how lovely," Rarity said as Spike walked down the stairs over to her, "You know, _my_ birthday is coming up soon. Just saying," Rarity said giving Spike a sweet, yet slightly sultry look.

"Oh, uh..." Spike looked away, his face bright red. It was no secret that Spike had a monster crush on Rarity. Last year Spike had apparently tried to confess his feelings to her, but he never told anyone what her response was, and Rarity wasn't talking either. Twilight noticed, though, that after that day they seemed more comfortable with each other, and Rarity was suddenly a lot more affectionate around him.

"So where are everyone else?" Twilight asked, silently asking where Pinkie Pie was. Pinkie Pie was usually the first one to wish her a happy birthday. Seeing Rarity first was... odd.

"Oh, they're preparing the second half of your birthday," Rarity explained, "I'm here to get you ready for the next chapter of your life."

"Next... chapter? What?" Twilight asked.

"You'll see," Rarity said with a smile, "Come along, darling. _My_ present is actually elsewhere."

"Alright. Um, can you take care of things here, Spike?" Twilight asked.

"Don't worry. You guys have your fun," Spike said.

"We'll see you later then Spike," Rarity said. Spike blushed and went back upstairs as Twilight followed Rarity out of the library.

"So, what do you mean by the next chapter of my life?" Twilight asked as they walked.

"Well, you're twenty-one now," Rarity explained, "Meaning you've become a real mare now. So it's time you... _looked_... the part, if you catch my drift."

"I... don't get it," Twilight stated.

Rarity giggled to herself and escorted Twilight into a fancy building, which turned out to be the spa that Rarity and Fluttershy spent their weekends in. This was her present?

"Aloe, Lotus," Rarity called out. A second later, the twin owners of the spa walked over to them, "This is the pony I told you about."

"Ah, so zis is Twilight Sparkle," the blue one, Lotus (she thought) said in a European accent.

"She _is_ pretty, but we make her much prettier," Aloe, the pink one, said, same strong accent.

"Excellent," Rarity said, scaring Twilight a bit.

"Huh?"

"I'll meet you at the entrance," Rarity called out, as Lotus and Aloe dragged Twilight away.

They gave her the full treatment. Mud bath, pedicure, manicure, they even did work on her hair and make-up. When she was done a few hours later, she looked in the mirror and was actually taken aback. She was now wearing dark purple eye shadow, her purple coat had a bit of a shimmer to it, and her mane and tail both had sparkles in them, actually looking like stars.

"That's amazing," Twilight said, "I barely recognize myself." She turned to Lotus and Aloe and smiled at them. Both spa ponies began jumping up and down happily, clearly proud of their work.

Twilight stepped out to where Rarity was waiting for her. Even Rarity looked shocked.

"Oh my god," Rarity said softly, "Twilight, you're gorgeous!"

"I even feel different," Twilight said, taking note that she actually felt like standing up straighter.

"That's called confidence, honey," Rarity stated, "Now that you're twenty-one, it's time you looked more mature, not that you didn't look good before, but..."

"No, it's fine," Twilight said nodding, "I love it."

'And that's not all," Rarity said, now using her magic to make a box float over to them. Twilight looked at it and saw it was a make-up kit, "This way, you can maintain your new look."

"Thank you Rarity," Twilight said.

"Oh, it's nothing," Rarity said, "My friend is having the most important day of her life. There isn't an amount I'm not willing to spend for that occasion."

"So, what's next," Twilight said as she and Rarity walked out of the spa (Aloe and Lotus waving to them as they walked out).

"Well, it's about three now," Rarity said looking up at the clock tower nearby, "I think they're ready."

"Ready?" Twilight asked.

Rarity sighed, "Come on, Twilight," Rarity said walking off. As Twilight watched Rarity walk, she felt a sudden boost of confidence. She held her head up high, and tried a bit of a saunter herself. It wasn't a much as Rarity's walk, but judging by the looks she was getting, it was still pretty impressive.

This time, Rarity took Twilight to what looked like a bar. One more look and Twilight saw that it _was_ a bar. Oh boy, why here?

"Um, Rarity?" Twilight asked.

"It was Rainbow Dash's idea," Rarity said with an edge of contempt. Clearly she didn't agree with this.

They went inside, Twilight going in first, and suddenly...

"HAPPY BIRTHDAY TWILIGHT SPARKLE!" Applejack, Pinkie Pie, Rainbow Dash, and even Fluttershy shouted, shocking Twilight.

"Uh... uh..." Twilight was lost for words. Pinkie Pie ran over to Twilight and began jumping up and down in excitement.

"Were you surprised? You were surprised, weren't you? I could tell! You know how? Cause you walked in, and then we shouted HAPPY BIRTHDAY, and then you were all, *gasp*, and after that, you were like, 'uh... uh...' yeah! Like right now!"

"Pinkie Pie, why don't we let Twilight step inside," Applejack said pushing Pinkie Pie away. Rainbow Dash and Fluttershy flew over to Twilight.

"Well, don't you look like a model," Rainbow Dash said.

"Are you having a happy birthday so far?" Fluttershy asked sweetly.

"Actually, I am," Twilight said stepping in and sitting down at a table, "Spike is taking care of the library, Rarity took me to the spa, oh, and I'm finally able to take a look at those books I told you guys about.

"You mean the ones in the gold chest?" Rarity asked.

"Did ya look at any of 'em yet?" Applejack asked.

"No, not yet," Twilight explained, "I figured I would wait until later on tonight to read any of them."

"That's assuming you're not too tired after this kick-ass party!" Rainbow Dash said, "And as such, it's time for the birthday girl to have her very first drink."

"Not to steal one of Applejack's lines, but come again?" Twilight asked.

"Come on, you're the last one! This is major!" Rainbow Dash stated.

"Yeah, one of the reason's why this is such a big deal is because with you, we're all finally legal!" Pinkie Pie said, making Twilight embarrassed.

Twilight was actually the youngest of the six of them. After her was Pinkie Pie by a few months, and Fluttershy who was a whole year older than Pinke Pie. Rainbow Dash and Fluttershy were close to the same age, but Rainbow Dash's birthday was before Fluttershy's. Rarity and Applejack were both the oldest, Rarity being a year older than Rainbow Dash, and Applejack being two. Their current ages from youngest to oldest were: 21, 21, 22, 23, 24, and 25.

"Oh, god..." Twilight said with a sigh.

"Hey bartender, glass of scotch!" Rainbow Dash shouted.

"Um, Dash," Rarity said, "Don't you think that's a little..."

"Strong?" Applejack finished.

"It'll be fine, trust me," Rainbow Dash said putting her arms around the concerned ponies.

The bartender set the drink down in front of Twilight, who stared at it for a long time.

"So, what now?" Twilight asked.

"You do the same thing that you do with a glass of juice," Rainbow Dash said, "Take a drink."

Twilight was hesitant, but she slowly raised the glass to her mouth, took a sip, and...

...immediately spit it out.

"GOD!" Twilight said, "That is strong! Ugh!"

"Huh, more for me," Rainbow Dash said taking the scotch and drinking it herself.

"If we're goin' in _that_ route, Ah think Ah got jus' the thing," Applejack said walking up to the bartender, a second later coming back with the bartender, who set a pink and bubbly drink in front of Twilight.

"This isn't going to kill me, is it?" Twilight asked.

"This has only a little bit of alcohol in it, not enough to make ya overly drunk, but it'll give ya a taste of what alcohol is like," Applejack explained, "Essentially, it's jus' soda for grown ups."

Twilight took a small sip of it, shocked at how good it was. She then took another sip, getting claps from everypony around her.

"Congratulations Twilight!" Pinkie Pie said, "Now all that's left is for you to lose your vi-"

Fluttershy suddenly put her hoof over Pinkie Pie's mouth and smiled sweetly at Twilight, "Let's not get ahead of ourselves," she said in a soft yet slightly assertive tone, then shooting a sharp look at Pinkie Pie, who smiled sheepishly.

From there, the party began. It was just the six of them in the beginning, but ponies actually started walking into the bar at around four. Apparently Pinkie Pie invited the whole town. Normally Twilight would have been uncomfortable, but she was getting a lot of positive attention.

Not only that, but her friends all had other gifts for her. Twilight thought the party was Pinkie Pie's present, but sure enough, she gave Twilight a scrap book filled with pictures of them together. Some of those pictures Twilight didn't even know Pinkie Pie had taken. Rainbow Dash gave Twilight a key chain with a symbol like her Cutie Mark. Twilight knew it was her silent way of bragging about herself, but it was also so she could always have something of Rainbow Dash's that was always close. It was actually a sweet gesture, since none of them would have gotten their Cutie Marks or even met had it not been for Rainbow Dash getting her's. Fluttershy was last, giving Twilight a nice necklace made of fancy rocks (probably found by Rarity). Twilight knew Fluttershy would give her something home made, and this was really pretty. All in all, it was a great party.

It was getting late, and everyone was at least a little tips (even Fluttershy, who seemed to get really bubbly and perky when she was drunk). Twilight and Applejack started making their way back to the library, since Twilight still wanted to read those books.

"So, ya sure ya gonna be alright?" Applejack asked.

"Oh yeah, I'll be fine," Twilight said cheerfully, "I'm probably going to go right to be after I read at least one of them."

"Well, Ah hope ya had a good birthday," Applejack said.

"I did, and it's all thanks you you guys," Twilight said with a smile, "Thank you. I would thank everyone else, but..."

"Yeah, Ah never did agree with Rainbow Dash's drinking," Applejack said, "Ya have a good night, Twilight."

"You too Applejack," Twilight said. She watched Applejack walk off, and then went inside.

The snoring she heard when she got inside let her know that Spike was dead tired. In the dark she could tell that the library was spotless, so Spike had been working really hard while she was gone.

"Oh Spike..." Twilight said looking at Spike as she slept on the floor. She used her magic to lift him up, and slowly began escorting him to his bed, which she then set him down and put the covers on him. Sometimes with how expressive he was, it was easy to forget that he was a baby dragon. This wasn't one of those times. He looked so cute and peaceful, Twilight couldn't help but smile.

"I'll have to show him my new look in the morning," Twilight said. She then made her way to her room.

Once there, she fell on her bed and laughed to herself. It was too good to be true. She was twenty-one now, a full grown mare in both mind and body. Even the Princess recognized her as an adult.

The Princess... right! The books! Twilight had forgotten all about those. She ran over to the chest, inserted her horn, and opened it. It was late, and she ws still a little buzzed from the drinks she had, so it probably wasn't a good idea for her to do anything extensive tonight, but she could at least skim through one of them. Give her something to look forward to.

She searched the chest for a book that wouldn't require any real critical thinking (which she found was hard to do with alcohol in her system). Her eyes stopped on Prophesies of the Old World. They were just stories, like really dark bedtime stories that ponies thought were true. This would be a great introduction to the knowledge that Princess Celestia wanted her to ingest.

She took the book to her bed, and using lght from her horn, began to look through the table of contents. All of the stories sounded really scary, but there was one that caught her attention.

~_Equestria's Darkest Hour_

"Hmm..." Twilight thought to herself. There might be something here that Twilight needed to know. Her thoughts went back to two years ago, when she discovered the return of Night Mare Moon in a book. That turned out to be something, and since Equestria hadn't really had a serious disaster since Discord, maybe there was something here. She opened the book to that page and began reading.

"It's prophesied that on the last day of the twentieth millennium, the Queen of Darkness will be born," Twilight read aloud, "The twentieth millennium? That would be the nineteen hundreds," she thought to herself, and then remembered that _she_ was born in the year 2000... and the day right before the new year...

"Huh," Twilight thought to herself. It was probably a coincidence. Lot's of ponies were born on that day, so it wasn't her. She decided to keep reading.

"In her youth, she will be a natural at all things magical. She will be a pony with a dark coat, and possess powers unlike any other," as she read, her heart was racing a bit, "On the day she comes of age, she'll begin to awaken to her true nature. The darkness in her heart will consume her, and she will use her powers to not only usurp the current rule of Equestria, but plunge the world in an eternal twilight..."

"Huh?" she realized what she just read. _Twilight_? That was too strange not to mean something. She was getting scared now. _She_ was a natural at all things magical. _She_ was a pony with a dark coat. _She_ possessed powers unlike any unicorn in her generation. And _she_ had just come of age... today...

She looked further in the chapter, until she saw an entry that spoke of her symbol. She turned to the next page hoping to see the symbol, but immediately wished she hadn't. The symbol looked like a giant star, almost an explosion, and there were smaller stars around it. She looked in the mirror, at the symbol on her flank that let everyone know what she was best at...

Her Cutie Mark... was the same as the symbol in the book...

There was no way it was talking about her, but then again, there was no way it _wasn't_. She didn't feel like taking over Equestria though, nor did she want to usurp the rule of Princess Celestia. She wasn't a bad pony. But based off of what she read...

"It's... just an old story," Twilight said with an awkward laugh, "I shouldn't take everything I read so seriously," Twilight tried to convince herself. She closed the book and set it back in the chest. She then went to bed to try and get some sleep, still convincing that it was all a coincidence.

But Twilight was a pony who didn't usually believe in coincidences...


	2. Chapter 2

**I originally wasn't going ****to put this up on fanfiction, but you know what, this is my true family right here. I want to write something worthy of serious praise across the internet, and I'm hoping this will be that story. For that reason there's a serious side story here that's introduced in this chapter.**

Chapter 2: Apple Bloom's Path

Apple Bloom sat on the steps of her house in Sweet Apple Acres thinking to herself. Lately she had been doing a lot of thinking. It had been two years since she, Sweetie Belle, and Scootaloo formed the Cutie Mark Crusaders in order to find their Cutie Marks. They were eight at the time, so although none of them had their Cutie Marks, it was still fun playing around and doing crazy things to get their Cutie Marks (even if they got in trouble a lot).

Now though, things weren't so fun, at least not for Apple Bloom. She had begun to wonder if they _were_ going about their search for their Cutie Marks the wrong way. Her good friend Zecora had told her time and time that getting a Cutie Mark was something that had to happen on it's own. What if she was right.

"Hey Blank Flank," a high pitched voice called out from the distance. Apple Bloom turned in the direction of the person who called her to see the _last_ pony she wanted to see. Diamond Tiara and her "side kick", Silver Spoon.

"Got any new _crazy_ schemes to get your Cutie Mark?" Diamond Tiara taunted, Silver Spoon laughing in agreement, "Why don't you just give up? It's obvious you aren't special!"

"Aw go somewhere," Apple Bloom said, more so to herself than to Diamond Tiara. She turned away and lied down on the steps with a serious expression on her face. The two rich ponies laughed and walked off.

Apple Bloom wasn't one to hate anypony; Granny Smith taught her better than that. However, it was getting really hard not to hate Diamond Tiara. Silver Spoon, not so much. She was only a bitch when she was with Diamond Tiara. In fact, lately the two of them had been secretly getting along a bit. They had a deal, when she was with Diamond Tiara, they pretended not to like each other, but if they were alone, they would actually be friendly with each other.

"Apple Bloom!" Sweetie Belle called out. Apple Bloom perked up immediately and looked out to see her friend waving to her from down the road. Apple Bloom galloped over to Sweetie Belle.

"Heya Sweetie Belle," Apple Bloom said, "Ya ready ta go?"

"Yeah, Scootaloo is probably waiting for us already," Sweetie Belle said, actually making Apple Bloom sigh.

"Yeah, right..." Apple Bloom said sort of darkly.

"Is something wrong, Bloom?" Sweetie Belle asked.

"Let's... take the long way," Apple Bloom said trotting down another road.

"But I don't want to keep Scootaloo waiting."

"It'll be fine. Come on."

Sweetie Belle shrugged, and trotted after her friend.

"So what's wrong?" Sweetie Belle asked as they walked down the road, "You've been really quiet lately, and every time one of us mentions anything concerning the Cutie Mark Crusaders, you get all serious."

"Sweetie Belle, we formed the Cutie Mark Crusaders two years ago to get our Cutie Marks, right?"

"Well, yeah, that's the whole point of our group."

"So tell me, how come two years later, we're not only still blank flanks, but we're the last ones in our class ta not have Cutie Marks?"

"Well..." Sweetie Belle didn't have an answer to that, not that Apple Bloom expected her to have one.

"Ah'm tired of being a blank flank, Sweetie Belle, and Ah'm not all too sure we're goin in the right direction ta get 'em."

"But we don't know any other ways," Sweetie Belle stated, "And neither of us has an idea of what our special talent is."

Truth was, Apple Bloom was beginning to get an idea of what their special talents were. Problem was, every time she wanted to pursue her possible talent, Scootaloo kept them sidetracked with more strange plans. Not this time though...

"Ah... actually got an idea..." Apple Bloom said with a bit of hesitation.

"Really?"

"From... Silver...spoon..."

For a long time Sweetie Belle was silent, looking at Apple Bloom like she was crazy, and maybe she was. But at this point, she was willing to try anything.

"Apple Bloom, you know she hangs out with Diamond Tiara."

"Well, yeah, but she wasn't with Diamond Tiara when Ah spoke to her. She was thinkin we oughtta try another concert."

"Apple Bloom, that was the _first_ thing we tried, and you know how that turned out!"

"Hear. Me. Out. _Please_?" Sweetie Belle sighed, and nodded for Apple Bloom to continue, "Now, we could try the concert again, but _this_ time, we switch the roles around a bit. We don't all need ta find our special talents at the same time. It'd be nice, but honestly, if _one_ of us can get a Cutie Mark Ah'd be happy, and Silver Spoon said that if we try it again, but this time throw a _good_ concert, at least one of us will find our Cutie Mark."

"Suppose we do throw another concert, how would we make sure this one isn't a total flop?"

Apple Bloom smiled. Maybe she could convince Sweetie Belle, "Well, Ah was thinkin for starters, we don't let Scootaloo do the singin. No offense ta her, but the filly can't sing."

"Well, no," Sweetie Belle looked away and smiled awkwardly, "But then who does the singing."

"Ah sorta thought _that _ much was obvious," Apple Bloom said looking at Sweetie Belle with a smile.

"You?" Sweetie Belle said after a second, making Apple Bloom slap her forehead in frustration. Sweetie Belle was the epitome of her name, but _god_ if she wasn't slow sometimes.

"No, Ah'm talkin about _you_!" Apple Bloom said, shocking Sweetie Belle.

"Me? I... don't know Apple Bloom..." Sweetie Belle said looking away.

"Why. NOT?" Apple Bloom urged, "You're the best singer Ah know! Honestly, Ah think you should have done the singing the last time!"

"But... I don't know... I don't want to be in front of a crowd like that... I get nervous."

"The first time's always the hardest," Apple Bloom stated, "Once you get up there and sing for all of Equestria, you'll be able to go up there like a pro. We'll have ta force ya _off_ the stage. And what if singing is your special talent?"

"But Scootaloo _wants_ to sing," Sweetie Belle said.

"Yeah? And Ah wanna pull Big Macintosh's plow, that ain't happenin. Point is, she _can't _sing, and ain't nothin gonna change that. You on the other hand, have a real gift, and even Silver Spoon said that."

"Huh..." she looked like she was thinking about it. Yes! Yes! YES!

"Why don't we talk ta Scootaloo about it," Apple Bloom suggested, "Try ta convince her."

"Well... I'll think about it..." Sweetie Belle said. Apple Bloom wanted to continue talking about it, but they were at the Club House now. Sweetie Belle ran into the club house, probably hoping to think about something else than her singing in front of a hundred ponies or more.

"There you guys are!" Scootaloo said when they both walked in, "What took you guys so long?"

"It was such a nice day, you know?" Sweetie Belle said, covering for Apple Bloom.

Scootaloo sighed, "Well, if we get started now we can make up for lost time."

"Get started?" Apple Bloom asked.

"Well, while you two were enjoying the nice weather, _I_ came up with an idea that'll get us our Cutie Marks for sure."

How many times have I heard _that _one, Apple Bloom thought.

"Well, Ah actually had an idea too," Apple Bloom said.

"Oh? Like what?"

"Well, what if we try the concert again, but swi-"

"Hold on," Scootaloo said cutting Apple Bloom off, "Why would we want to do that again? Remember the flop that it was two years ago?"

"Well, yeah, but-"

"And isn't it a personal rule of ours not to try anything more than once?"

"True, true. But what if we-"

"Don't worry Apple Bloom, I have a totally new idea that's totally going to get us our Cutie Marks. You'll see."

Yeah, that's the problem, Apple Bloom thought. She didn't want another hair brained scheme that probably wasn't going to work. She wanted something that was actually going to get her Cutie Mark. If not her, then at least _one_ of them. Come on, it had been two years, and still nothing.

"So here's the plan: don't ask how, but I was able to get a hold of some fireworks, and I thought if we plant them all around town and set them off at night, we might be able to get our Cutie Marks in pyrotechnics!" Scootaloo said enthusiastically, "What do you say?"

Was she insane? Pyrotechnics, really? This was getting ridiculous.

"Well, I don't know," Sweetie Belle said, "I mean, it does sound like fun, but..."

"I do have an ulterior motive," Scootaloo said with a smirk. Oh boy, _this _was going to be rich, Apple Bloom thought, "Apparently, Twilight Sparkle turned twenty-one yesterday, but we didn't get a chance to give her a present."

"Yer point?" Apple Bloom said cynically, but Scootaloo didn't catch on.

"I rigged them to spell 'Happy Belated Birthday Twilight', so she's going to look up at the sky and see our sign, and totally be touched, and then we'll get our Cutie Marks. It's the best plan ever!"

"Okay then," Sweetie Belle said, "Sounds cool. I'll help."

"Great," Scootaloo said turning to Apple Bloom, "What about you? You're in, right?"

"As much as I'd like ta help..." Apple Bloom said looking away, her accent miraculously gone, "I've got to go meet up with Twist. She asked for help with a project, and we've been friends for a while, so..."

"Ah, it's cool," Scootaloo said, not catching onto how Apple Bloom was talking, "Once we get our Cutie Marks, we can teach you how to set up fireworks."

"Heh heh, yeah..." Apple Bloom said looking away, "I'm gonna get going," Apple Bloom then ran out, knowing full well that Sweetie Belle caught her in her lie. After all, her accent always disappeared when she was lying.

She couldn't take it anymore. If this kept up, they'd be blank flanks forever. She knew it was wrong to lie to them, but she couldn't bring herself to be a part of that, even if it was a gift for Twilight.

"That went well," a voice said from behind. Apple Bloom turned around and saw, to her surprise, Silver Spoon walking over to her from under the tree house.

"Ya heard all of that?" Apple Bloom asked, getting an almost sad nod from Silver Spoon.

"Why don't we walk into town?" she offered. Apple Bloom nodded and walked over to her secret friend. The two of them walked off together towards Ponyville.

"Are ya sure it's okay to walk around town like this?" Apple Bloom asked once they reached Ponyville, "Ah don't want Diamond Tiara ta start givin ya grief over hangin out with a blank flank."

"Don't worry about that," Silver Spoon said, "She's taking her _beauty nap_ so she'll be out for the rest of the day," she said, mocking her supposed "best friend". Apple Bloom always thought they were close friends, but due to the recent development of their friendship she learned that Silver Spoon secretly _hated_ Diamond Tiara. Why did she hang out with her, then? Multiple reasons, but mainly because their fathers worked together.

This secret disdain for Diamond Tiara was one of the many reasons why they were friends now.

"But onto you," Silver Spoon said now looking at Apple Bloom, "Are you okay?"

"Well... no..." Apple Bloom said looking down, "Ah'm so darn frustrated!"

"You mean with the whole blank flank thing?" Silver Spoon asked.

"Not jus' that!" Apple Bloom stopped and closed her eyes in frustration, "All of those stupid schemes Scootaloo comes up with! Ain't none of 'em get us our Cutie Marks, and they ain't never gonna work! I shoulda had mah Cutie Mark ages ago!"

"Apple Bloom..." Silver Spoon said actually putting a hoof on Apple Bloom's back.

"Ah know Scootaloo means well, but at this rate we're jus gettin derailed from our actual talents."

"Maybe you should take your own path?" Silver Spoon said, confusing Apple Bloom.

"What do ya mean?" Apple Bloom asked, then shocked when she realized what she said meant, "You mean leave the Cutie Mark Crusaders?"

"I'm not talking about dumping them as friends," Silver Spoon stated, "But you're not going to ever get your Cutie Mark by playing those silly games," Silver Spoon started walking again, and Apple Bloom followed.

"Getting your Cutie Mark is serious business," Silver Spoon continued, "It doesn't just signify your special talent, but it also shows you a glimps of your future."

"Mah... future?" Apple Blooms asked. They stopped near the candy story, and Silver Spoon pointed towards it.

"That's your friend, Twist, right?" Silver Spoon asked. Apple Bloom looked, and sure enough, it was Twist, ironic as that was who she was _supposed _ to be with according to her lie to Scootaloo and Sweetie Belle.

"Yeah, that's her."

"Her Cutie Mark represents her ability to make candy, right?"

"How could I forget," Twist got her Cutie Mark the same day Apple Bloom met Scootaloo and Sweetie Belle.

"Now think about it, she loves to make candy, and that's her special talent, so she's probably going to open a candy store or something."

"Well, of course, that's obvious," Apple Bloom stated.

"It's obvious because of her Cutie Mark, right?" Silver Spoon asked, almost challenging Apple Bloom, who was beginning to understand, "The Mayor's Cutie Mark represents her interest in politics and laws, so naturally she'd take on a career in politics."

"So what you're sayin is a pony's Cutie Mark represents where they're going to be in the future?" Apple Bloom asked.

"Exactly. Which is why you need to take this seriously. If there's something you're passionate about, then you should pursue it, and if your friends are holding you back then you need to push them aside and pursue your dream."

"Pursue mah dream..." Apple Bloom thought to herself. She didn't want to turn her back on her friends, but Silver Spoon had put her search for her Cutie Mark in perspective a bit.

"Oh my Celestia, she's gorgeous..." Silver Spoon said softly. Apple Bloom originally thought that she was talking about Rarity, but when she looked at who she was looking at it took a bit to register who it was.

"Is that Twilight?" Apple Bloom asked more so to herself than to Silver Spoon. After a second glance, she saw it _was_ Twilight. She looked so much more adult now, and the make-up plus the added sparklies in her hair made her almost as radiant as Rarity, if not more. Currently she was lying down on a bench reading a book.

"The librarian?" Silver Spoon asked, "Isn't she friends with your sister?"

"Yeah, she just turned-" Apple Bloom suddenly shot up in shock, "Oh mah stars! That's right!"

"Huh?" Silver Spoon turned to Apple Bloom in confusion.

"The whole reason why Scootaloo wanted to do the firework thing was 'cause we needed a belated birthday present for her!" Apple Bloom fell to the ground and held her head in frustration, "Now what am Ah gonna do?"

Silver Spoon looked sideways and sighed, "Come on, Apple Bloom. Let's go."

"Go where?" Apple Bloom asked.

"To get your birthday present, duh."

"Um, come again?"

Silver Spoon shook her head smiling, "Come on, my much less fortunate friend," she said playfully before running off. Apple Bloom looked really confused, but she galloped after Silver Spoon nonetheless.

After an hour or so, they arrived at Silver Spoon's mansion. Her parent's, as usual, weren't home. Unlike Diamond Tiara, who was treated like a princess by her parents, Silver Spoon's parents were the kind that were never around, but gave her everything she needed to fend for herself, as such she was actually really independent. She rarely spoke of her parents, but Apple Bloom could tell Silver Spoon sort of had resentment for them.

Silver Spoon led Apple Bloom to her room upstairs. It was as large as two of Apple Bloom's room. Afraid to touch anything, Apple Bloom stayed close to the door while Silver Spoon went to her dresser. She reached for a jewelery box and began rummaging inside of it.

"No... no... that one won't do..." she said to herself, "You know, you can come in."

"Oh," Apple Bloom jumped with the sudden acknowledgement of her, and then slowly walked in. She had never had a rich friend before, so she felt a little out of her element walking into Silver Spoon's room.

Silver Spoon giggled, "You're funny, Apple Bloom," she said honestly, which made Apple Bloom's heart leap a bit. It may have sounded like she was making fun of Apple Bloom, but she knew better. Truth was, Apple Bloom was one of the few people who was honest with her, something that Silver Spoon really respected.

She went back into her box of jewelery, and Apple Bloom was getting a little anxious, dispite them being friends, "So... what're ya lookin for?" Apple Bloom asked.

"I'm looking for... this," Silver Spoon said suddenly reaching into the box and pulling out a small necklace with a silver chain and a purple gemstone in the center.

"Wow... that's really pretty..." Apple Bloom said, knowing full well she sounded like a dork, but she had never seen anything that pretty that wasn't hidden behind a piece of glass, forever out of her reach.

"You think Twilight would like something like this?" Silver Spoon asked, shocking Apple Bloom.

"Ya mean you're willin to give this ta Twilight?" Apple Bloom asked, making Silver Spoon giggle again.

"I'm willing to give this to _you_," she said, almost giving Apple Bloom a hear attack, "so _you_ can give this to Twilight."

"Silver Spoon, Ah can't. This looks really expensive... Ah wouldn't feel right takin this..."

"Apple Bloom, don't forget, _I'm rich_," Silver Spoon said with a smile, "I can get another one of these easily. Besides, this one came from... _Diamond Tiara_," she said as if the name were venom, "And she only spent 50,000 gold on it!"

"Uh... Silver Spoon," Apple Bloom said, trying to calm her new friend down as she sensed a tantrum coming, something that tended to happen when she thought of Diamond Tiara, and how she had to kiss her flank constantly.

"Right, deep breaths, _deeeeeeep _breaths," Silver Spoon said, taking in a series of dramatic breaths, which always made Apple Bloom laugh on the inside, as she looked so adorable when she did that, and it reminded her that they both shared their dislike for Diamond Tiara.

No one could fake _that_ much hatred.

"So," Silver Spoon said once she regained her composure, "You're going to give this to Twilight tonight. I'll go with you, and if they ask, I helped you get it, which isn't a lie."

"Ah... don't know what ta say," but she was definitely thinking this was better than spelling happy birthday with fireworks, and it was safer. Also, she wasn't doing this with an ulterior motive. She wanted to give Twilight something special, and this was definitely special, "Thank you," Apple Bloom reached for it, but Silver Spoon pulled it away with a smile.

"On one condition," Silver Spoon said in a sing song manner.

"What condition?"

"That you take your search for your Cutie Mark seriously," Silver Spoon said, "So you can not just shut Diamond Tiara up, but also so you can know what your future is."

Apple Bloom thought really hard about what that might mean, but she did really want to know what her special talent was, so in the end, she nodded with a smile.

"Alright," Apple Bloom said, "Ah promise. Ah'll take mah search for mah Cutie Mark seriously," her hoof and Silver Spoon's hoof met in a hoof bump, the necklace falling in between their hooves as if bonding them.

It was getting late, so Scootaloo and Sweetie Belle got to work setting up the fireworks, which they hid behind a bush near Twilight's bench.

"Um, are you sure about this?" Sweetie Belle asked, "These fireworks don't look all that safe."

"Relax, once we get our Cutie Marks no one will care," Scootaloo said, almost sure this was going to work, "It's a shame Apple Bloom couldn't make it."

"I... guess she's... still with Twist," Sweetie Belle said, trying to cover for Apple Bloom.

"How long is that assignment?" Scootaloo asked, more so to herself. She looked out from the bush and actually saw Apple Bloom approaching Twilight, "Huh, there she is," Scootaloo said, surprising Sweetie Belle.

"You see her?"

"Yeah, she's got some sort of box with her," Scootaloo stated, now eyeing Apple Bloom suspiciously.

"Um, 'scuse me, Twilight?" Apple Bloom said softly as she and Silver Spoon walked up to Twilight.

"Oh Apple Bloom, this is a nice surprise," Twilight said sweetly, "and you're with Silver Spoon? That's rare."

"Not as rare as you'd think," Apple Bloom said softly. Scootaloo was getting really suspicious watching Apple Bloom.

"What's she doing with Silver Spoon?" Scootaloo asked herself, unaware that Sweetie Belle was trying to light the fireworks behind her.

"Ah, uh... heard that yesterday was your birthday, so I wanted ta give ya somethin nice, so..." she lowered her head showing the red box on her head. Twilight made the box float over to her and she magically opened it, gasping when she saw what was inside.

"Oh my... Apple Bloom, it's beautiful..." Twilight said, pulling out the necklace inside. Scootaloo saw this and saw red.

"Where on earth did she get that?" Scootaloo whispered harshly.

"How did you afford something like this though?" Twilight asked, not suspiciously, just curious.

"Well, I may have helped her a little," Silver Spoon said proudly, then smiling at Apple Bloom, who smiled in response. Scootaloo was done at this point.

"That traitor!" Scootaloo exclaimed, at the same time the fireworks went off behind her.

Twilight was so startled by the sudden noise, that she screamed. At the same time, something scary happened. Her eyes began to glow white, and she had a bright purple aura radiating off of her.

"Wh, what's happening?" Silver Spoon cried out as she and Apple Bloom backed away.

"Ah don't know!" Apple Bloom shouted.

"APPLE BLOOM?" Scootaloo called out, now stepping out of the bush, a look of venom in her eyes.

"Sc, Scootaloo..." Apple Bloom looked at her friend in fear, realizing that she was just caught in her lie, and even worse, she was seen with Silver Spoon, who Scootaloo and Sweetie Belle still regarded as an enemy.

"Hanging out with Twist, huh?" Scootaloo spat walking over to Apple Bloom and Silver Spoon, "That looks more like Silver Spoon!"

"Scootaloo, Ah..." Apple Bloom began.

"Guys! Twilight's acting funny!" Sweetie Belle shouted, catching everyone's attention. When they saw Twilight, she was randomly shooting magic at everything in Ponyville. The ponies that were outside were running away in fear, and anything that her magic hit was either destroyed, sent ablaze, or turned into something else.

"I... can't... control it!" Twilight screamed, desperately trying to stop the flow of magic. What was happening to her? She was supposed to have more control of herself.

"I'll get help!" Silver Spoon shouted running off. Apple Bloom, Sweetie Belle, and Scootaloo backed away from Twilight, watching in fear as her magic exploded around her.

"H, help me!" Twilight shouted, now actually crying. For a minute, no one did anything, but eventually somepony ran over to her at that moment and wrapped their forelegs around her in a comforting manner. Twilight couldn't see who it was, but the pony had a sweet scent, almost like apples.

"It's okay, sugarcube..." Applejack said softly, "No need ta fret. Jus' calm down."

"Apple...jack...?" Twilight asked, now calming down. As she did, the magic died down around her, and everything that was enchanted returned to normal. When the aura vanished, everything calmed down. The Cutie Mark Crusaders all breathed out in relief.

"Applejack..." Apple Bloom said walking over to her older sister.

"Ah know what happened," Applejack said letting go of Twilight, who fell down in exhaustion, "Silver Spoon explained it all ta me."

Apple Bloom looked over and saw Silver Spoon looking down in fear. She went to find her older sister? Either Applejack was close, or Silver Spoon knew that Applejack was the best adult to find in a situation like this.

"Ah'll take Twilight home," Applejack said, "Ya can tell me more about it tonight, alright?"

"Yes big sister," Apple Bloom said looking down in shame. Not because of the fireworks; for once she didn't have anything to do with it. She was shamed because she knew after this she had to face her friends, and if Scootaloo's expression was anything to go by, they weren't happy.

Applejack put Twilight over her shoulder and trotted off. Silver Spoon walked over to Apple Bloom and put a hoof on her back.

"You okay?" she asked.

"Yeah, Ah'm fine," Apple Bloom said.

"Ahem!" they both heard from behind. They turned around and saw Scootaloo and Sweetie Belle; Sweetie Belle looking down in sadness, but Scootaloo glaring at Apple Bloom.

Apple Bloom sighed and walked over to Scootaloo.

"So, instead of helping us, you decided to go play with Silver Spoon?" Scootaloo asked harshly.

"Ah wasn't-"

"And you tried to under mind our present?" Scootaloo continued, "Do you realize what just happened? Thanks you that little incident, we didn't get our Cutie Marks!"

"Hold up, you sayin this is _mah_ fault?" Apple Bloom asked, now getting a little annoyed, "Ya didn't really think that was goin ta work, did ya?"

"It might have! But now we'll never know! Celestia, are you taking this seriously at all?"

Okay, _that_ was the straw that broke the camel's back. Apple Bloom finally saw red, and returned Scootaloo's glare.

"Am_ Ah_ takin this seriously? Ah could ask _you_ the same thing!"

"Excuse me?"

"For the last two years, we've tried literally _everything _ta get our Cutie Marks, and while the games were fun, this is serious business! Ah'm tired, Scootaloo! Ah'm tired of bein called a blank flank! Ah'm tired of bein the last ponies ta not have our Cutie Marks! Ah'm tired of not knowin what mah special talent is! Playtime's over, it's time we took this seriously!"

"I _am_ taking this seriously!" Scootaloo shouted in response, "Unlike _some_ pony who went playing with her new rich best friend, _I _actually spend time everyday trying to help _us_ find out special talents!"

"That's the problem! It's. Not. Working!" Apple Bloom shouted, "We're not goin to find our special talents playin these dumb games!"

"So now they're dumb games?"

"Pyrotechnics, really? What made ya think _that_ was gonna work?"

"At least I'm trying something! I don't see you coming up with any ideas! In case you didn't notice, you're just as blank as me! Or maybe you think _she'll _help you?" Scootaloo pointed to Silver Spoon.

"You don't even know her, so don't ya DARE judge her! And for your information, she actually _has_ her Cutie Mark! She's already gotten me further in one day than two years of your crazy schemes!"

Scootaloo looked genuinely hurt with that statement, and then had a dark expression on her face, "Well, if you think we're holding you back so much, then you don't have to stay!"

Now Apple Bloom was hurt. Did she really say that? After a second, her anger welled up, until it was all she could think about, "Fine! Ah'll find mah Cutie Mark without ya!"

"Good luck!" Scootaloo said sarcastically, "Keep hanging out with Silver Spoon, and I bet you can get your Cutie Mark in being a snooty brat!"

"Well at least Ah'd have a Cutie Mark!"

"Fine then, GO! See if I care!"

"Good bye, and good riddance!"

The two former friends turned away from each other, and began walking in separate directions. Silver Spoon and Sweetie Belle looked at what just happened in horror and sadness.

"I didn't want this to happen..." Silver Spoon pouted looking down. Sweetie Belle sighed.

"No one said you did," she said before running after Scootaloo. Silver Spoon looked over to where Apple Bloom walked off, and saw her in the distance trembling. She ran over to her and saw why she was shaking.

She was crying...

"Apple Bloom, I'm sorry..." Silver Spoon said.

"It's not your fault," Apple Bloom said through her tears, "Ya were jus... tryin ta... help..."

"Is there anything I can do?"

"Help me get mah Cutie Mark, the _right_ way!" Apple Bloom said looking at Silver Spoon intensly, "Ah don't want no stupid Cutie Mark Ah don't deserve, I want _mah _Cutie Mark! Ah want ta know what _Ah'm_ supposed ta do!"

Silver Spoon immediately nodded, "Alright, I will. I'll help you."

They stayed there for a good few minutes, not caring about anything right now but each other. Right now, Apple Bloom didn't care if Diamond Tiara came out and saw them together, and honestly, she didn't think Silver Spoon cared much either.

She needed a friend, and ironically, Silver Spoon might have been the only friend she had left after what just happened.

"I don't understand," Twilight said once she and Applejack got back to her library, "The only other time that happened to me was when I was a filly. I should have more control of myself now."

"Those fireworks could scare scare the pants off of anypony," Applejack reasoned, "Ah bet even that Iron Will guy'd scream like a little girl bein that close to 'em."

"I've been scared before, and I've never lost control of my magic like that. What if there's something wrong with me?"

"Look here, ain't nothin wrong with ya," Applejack stated, frowning when Twilight didn't look convinced, "If ya want, we can head over ta Fluttershy's tomorrow and have her check ya out."

Even though Fluttershy specialized in animals, she did have a bit of experience in being a nurse, actually spending some time taking classes in it a few years ago. She may not have known as much as a real doctor, but hey, it was free to see Fluttershy.

"I'd like that," Twilight said softly.

"Good, now Ah want you ta go get some rest, and Ah'll see ya tomorrow, alright?"

"Alright, good night Applejack."

Applejack tipped her hat to Twilight, and then walked out of the library. Twilight began making her way to her room, stopping when she saw Spike was already asleep in his bed. She smiled at him, and went into her room.

Inside she took another look at Prophesies of the Old World. Did it mean something? Was her magic going out of control because she was the prophesied Queen of Darkness? No... it couldn't be. It was just an old story, right?

But it was one of the few stories in the book that hadn't come to pass yet. It even spoke of Night Mare Moon and Discord, and both of those dates had passed. Also, the description was too specific. It described _her_ down to a tee, and it even had her Cutie Mark documented. After what happened earlier, she was not only more inclined to believe it, but she was plainly scared.

"It's not me..." she said trying to convince herself, her eyes filling with tears of fear, "It's not me!"

She ran over to her bed and buried her face in her pillow, silently crying herself to sleep, praying for pleasant dreams.

But even that was out of her reach...


	3. Chapter 3

**The chapters sort of vary in length depending on what needs to be told, so this chapter is a little shorter than the other ones.**

Chapter 3: A Silent Cry for Help

Twilight found herself trotting through a dark forest. It looked like the Everfree Forest, but when she ended up here she didn't know, nor how. Maybe she could figure out what was going on if she continued forward.

_Twilight Sparkle..._

Whoa! What was that? Twilight stopped for a second and looked around, but she didn't see anything. She shrugged and continued forward.

_Twilight Sparkle..._

There it was again. That voice, deep, and dark. It sounded like a demon. She stopped again and began looking all around her, and eventually began looking at the trees surrounding her.

"Hello?" Twilight called out, "Who's there?"

_I'm here... I'm always here..._

"Who are you?" Twilight looked to her left, "Where are you?"

_Behind you..._

Twilight got scared and instantly looked behind her, but saw no one.

_Above you..._

_All around you..._

_Even within you..._

"Within me?" Twilight asked, her heart racing now.

_I have always been close to you... _

_Twilight Sparkle..._

"I don't understand. I-"

_You were too young and pure to feel my presence..._

_And that mare Celestia kept us apart..._

_But no more..._

Now Twilight was getting worried. She found her legs shaking so much that she could barely stand.

_It's time for us to be reunited..._

"Reunited? What are you talking about?"

_Our powers have awakened..._

_Now we must be one again..._

_Accept me into your heart..._

There was a rumbling, followed by loud footsteps coming from behind her. Twilight turned around and saw something huge, and black approaching her.

It was at least two stories tall, and had the initial shape of a dragon, only it was walking on all fours, and it had four demonic red eyes, two on each side of it's face. It's teeth were sharp, and it did _not_ look friendly.

Twilight stared up at the monster in horror, and eventually found enough energy to run away from the beast. It gave a loud roar and began running after her.

It was much larger than Twilight, as such it could cover more ground as it ran. She eventually turned a corner and began running through the denser part of the forest. While the monster tried to give chase, it was greatly slowed down by the trees in front of it.

It eventually occurred to Twilight that she had to be dreaming. She was an expert lucid dreamer and astral traveler, so she could wake herself up from dreams easily, which she just did. Normally, once she woke up and began lucid dreaming, she was able to wake up easily.

This wasn't one of those times.

"What's going on?" she screamed to herself, "I know I'm dreaming!"

She eventually hit the edge of a cliff. She looked down and saw a dar gray ocean under her. Long way down, but if she jumped off, then she might be able to...

The black dragon chasing her came out of the trees. It slowly approached her, growling softly to get her attention.

Twilight looked up at the beast with a fearful expression. She wasn't about to let this creature take her, and if this was a dream, then this plan should wake her up. It was crazy, but what choice did she have? She couldn't die in a dream.

At least, as far as she knew.

She turned around and jumped off the cliff. As she fell, her heart began to race. She didn't know if it was working. She wouldn't know either, not until she reached the bottom of her fall. The water was getting closer...

Closer...

Closer...

Closer...

* * *

><p>She felt herself bounce on her bed, as if falling on top of it. She looked around, happy to see that she was in her room. Her plan worked, it saved her from that monster. But what <em>was<em> that beast? Where did it come from? It said that it was always close to her. Did that mean it was still there? That she didn't escape it?

There was a loud knock on her bedroom door, one that made her scream.

"Twilight?" Spike asked from the other side, "Are you finally up?"

"Y, yeah Spike," Twilight said, "I'm up. Come in."

The door opened, and Spike slowly walked in with a concerned expression on his face.

"I tried calling you, but you didn't answer," Spike explained, "Are you okay? You looked upset."

"I'm fine Spike," Twilight said, "I just had a nightmare, that's all."

"Oh, okay," Spike said, "Um, we're going to Fluttershy's place, right?"

"Yeah. Did you want to come?"

"Sure beats sitting here by myself all day," Spike said, "I'll wait for you downstairs," he began walking out of the room.

"Spike, wait!" Twilight called out, sounding more afraid than she wanted to.

"What's up Twilight?" Spike asked, now even more worried apparently.

"Next time... just... come in..." Twilight said, "If I don't wake up... please..."

"Sure thing... Twilight..." Spike said slowly. He then walked out of her room, leaving Twilight to herself.

She knew she probably seemed paranoid to Spike, but she was worried that she would have that dream again, and she didn't want to find out what would happen if that monster got a hold of her. Just in case she didn't wake up on her own, she needed a life line.

She just hoped that Spike would take her silent cry for help seriously.

* * *

><p>God, she was becoming just like Rarity. It took her a good few extra minutes to get out of the door, now that she had a look to maintain, but afterwards she and Spike made their way to Fluttershy's place. The walk there seemed to take longer than usual. To Twilight, it felt like everypony was staring at her, reading her. Was her fear that evident?<p>

"Hey Twilight!" a loud voice said suddenly, making Twilight scream again. She turned around and breathed out a sigh of relief when she saw Pinkie Pie standing there.

"Oh, Pinkie Pie," Twilight said, "It's you."

Pinkie Pie cocked her head to the side in confusion, "Are you okay, Twilight? You seem a little jumpy, and _I_ know jumpy."

"Oh, it's..." Twilight looked away, wondering if she should tell anypony about what she felt, "I just had a bad dream, that's all."

"You sure that's all?" Pinkie Pie asked cheerfully, although she managed to still look concerned.

"Well... yeah..." she tried to convince herself of that, at least.

Pinkie Pie frowned, looking at Twilight closely. Although she was a little spacy at times, Pinkie Pie was actually pretty sharp, so she probably could tell that Twilight was lying. She eventually shrugged and stepped back.

"Well, if you say so," Pinkie Pie said with a shrug.

"I need to get going," Twilight said quickly running past Pinkie Pie, probably confusing the party pony, but she didn't care. For some reason, she just felt a need to get away.

"Twilight! Slow down!" Spike cried out, as he was about to fall off. Twilight stopped and just looked down, "What's _wrong_ with you?" Spike asked, "Ever since this morning you've been acting weird."

"I just..." Twilight began, suddenly unable to find the words. What _was_ wrong with her? Why was she so scared all of a sudden?

"I just need to see Fluttershy, that's all," and with that she trotted off to Fluttershy's house, still at a much faster pace than her usual walking speed.

Applejack was already there when she got there. Fluttershy was confused, of course, but she rarely said no to anypony, especially if said pony was her friend. After Applejack and Twilight explained what happened yesterday, Fluttershy got to work on checking out Twilight.

You might be wondering what Fluttershy could have been looking for, but many ponies didn't know that there were a lot of signs on the body to indicate whether something was wrong with a unicorn's magic. Dilated eyes, shakey knees, enflamed throat, sensitive or even tender horn, Fluttershy checked them all.

But found none of those signs.

"Well?" Twilight asked when Fluttershy looked like she was done.

"Sorry Twilight," Fluttershy said meekly, "I didn't see anything unusual."

"B, but that can't be!" Twilight said, suddenly lookng really worried, "Couldn't you check again? Maybe you missed something!"

"I checked everything twice, Twilight," Fluttershy said, "If you're still worried, I'd suggest seeing a professional, but I don't think there's anything wrong."

Twilight began pacing around, trying to stay calm. Both Applejack and Fluttershy looked at each other confused.

"Um, Ah ain't no expert, but normally a pony is _happy _ta hear that they're fine," Applejack said.

"You don't understand," Twilight said softly, but then turned to them, "No one understands!"

"That's because you won't talk to anyone!" Spike said, "Twilight, ever since yesterday you've been acting weird. It's like you're afraid of something."

"That stuff yesterday still got ya all tense?" Applejack asked walking over to Twilight, "It's okay. Ah told ya, them fireworks just had ya spooked. There ain't nothin wrong with ya."

I wish I were as sure as you, Twilight thought. The over flow of magic, the book, and now the dreams. She didn't understand anything. It was so frustrating that it took all Twilight had not to burst into tears.

Twilight returned to her library, and decided to occupy herself by immersing herself in her new books, which were actually really interesting. She learned that there actually were spells that simply caused ponies excruciating pain. The thought of that kind of magic scared her, but she knew that it was necessary for her to learn _all_ kinds of magic. That is, if she were meant to be a master of magic.

As she was reading, she found herself with a need to test some of these spells. Most of them weren't to complicated, so she felt like if she wanted she could easily replicate these spells. Princess Celestia didn't tell her to actually attempt these spells, but she probably should, right?

She heard snoring outside. Was Spike asleep? He was always sleeping on the job. Leave him alone for a _second_ and he was asleep. She looked at the Dark Artes spell book she was reading, and suddenly got a sinister idea. She could fix him real good with a small spell from here. Nothing lethal, just something to... spook him a little...

She slowly crept out of her room and into the main auditorium of the library. She looked in the center and saw Spike, leaning against the wall, holding a broom, fast asleep. Looking at him gave Twilight very dark emotions. It never failed. This was why the chores always took so long. Well, after this he'd never fall asleep during chores again.

Twilight slowly approached Spike, her horn glowing a sinister red. She then pointed her horn on Spike's forehead, closed her eyes, and focused on the images she wanted to send to him. After sending the images, she stepped back and watched as the effects of her spell took hold.

He began twitching uncontrollably, and it looked like he was in some sort of mental stress. Had it worked? Did she actually induce a nightmare? She found herself fascinated mostly, but something inside of her couldn't help but smile seeing her work. Seeing him moan. Seeing him... suffer...

Wait... what was she doing? This was _Spike_. She used him as a guinea pig before when she was testing spells, but the most she ever did to him physically was give him a mustache. Right now, he was in pain. Pain that _she_ inflicted.

She immediately shot a white burst of magic at him, instantly waking him up. He looked around, relieved that it was all a dream, and then saw Twilight standing by the door.

"Twilight! Oh my god, I just had the most horrifying dream! I mean, it started out as a good dream, but then it just changed all of a sudden! I saw Rarity, she was at the edge of a cliff, and she was calling for help, but the gemstones turned into monsters, and kept me from..." he must have noticed Twilight's expression, because he stopped and began walking over to her, "Twilight, are you okay? You look like you're about to cry."

Twilight shook her head, and then ran off into her room, where she fell onto her bed and wept loudly. She had just done the one thing that she swore she'd never do. She turned her magic on one of her friends, with the intention of hurting them. The more she resisted, the more it sort of seemed like it was true. But she wouldn't accept that. She couldn't. It was too frightening to think of, that she was actually...

Outside, Spike was listening to her sobs. To him, they weren't the sobs of someone who was overly stressed, or someone who was overreacting. Those were the sobs of someone truly scared. The kind of sobs one only cries when there's something seriously wrong, but they won't tell anyone.

"Twilight..." Spike said softly, "What's happening to you?"

* * *

><p>Elsewhere, a small caravan was making it's way to Ponyville. The pony driving it had been there before, many years ago. But she was disgraced, and forced to leave.<p>

It was her own fault though. She bragged about skills she didn't truly have, achievements she didn't really achieve, and claimed to do things in her future that at the time she didn't plan on doing. But she did them. And now things were different. She was a changed mare now. She new the meaning of true magic, she had a whole roster of achievements under her belt, and she was much, _much_, stronger than she had been before.

And now it was time to show that to the pony who made her want to change in the first place...


	4. Chapter 4

**Because tat last chapter was so short, I decided to give you guys this chapter as well. I have some of it written out, but I'm trying to stay ahead. It might be a minute before I upload chapter 5, but hang tight. It's getting to the good part (unless you think it's already good, then it's getting to the REALLY good part).**

Chapter 4: Humbled from Disgrace

In Canterlot Castle, Princess Celestia was looking at the sunset, watching her sister Luna create her beautiful night. At the time when they were younger, Celestia took for granted what Luna did, but now that she was older, she could appreciate the art of making the night (that also came from having to make the night for an entire millennium herself).

Luna's night was quite beautiful. She not only lowered the sun and raised the moon, but she also would spend some time moving the stars into various constellations. She seemed to really enjoy herself, and watching her make her art was a good way for Celestia to clear her thoughts, which was what she needed to do right now.

She had kept a close eye on Twilight for thirteen years, hoping to keep the darkness in her heart at bay, and then sent her to live in Ponyville in the hopes that the magic of friendship would also keep her heart in the light. This was the day she had secretly dreaded; the day she found out whether or not her plan worked.

A few minutes ago, she received a letter from Spike, saying that Twilight had been acting really weird. He said that she seemed afraid of something, but she wouldn't speak to anyone. She didn't know if Twilight was going through something else, or if it was related to the prophesy, so she didn't have an answer for Spike. All she told him was to stay close to her, and try to keep her mind on positive things, but inside she was terrified.

Luna returned from her nightly flight in high spirits and was walking towards Celestia.

"Oh sister," Luna said gleefully, "That flight was wonderful! Did you see the new constellation I made?"

"Oh, yes Luna," Celestia said softly, "That was quite beautiful."

"Sis, is something wrong?" Luna asked walking up to Celestia, "You seem so distracted."

"A dark wind has blown," Celestia stated, "I worry that Equestria's darkest hour is approaching."

Luna looked up at her older sister in confusion, "But you told me that you took measures to prevent that," she said, actually looking a little scared now, "Did those measures not work?"

"Oh, Luna," Celestia said, wrapping a wing around her younger sister, "I'm not going to lie to you, I don't know whether or not the things I set up in defense worked, but I don't want you to worry. I'm sure everything will be fine. Worst comes to worst, we always have the Elements of Harmony."

"Okay..." Luna said looking down, "I think I'm going to walk through Canterlot a bit before I go to bed."

"Alright. Good night, little sister."

"Good night, big sister."

Celestia watched Luna walk out of her room, wishing she could give Luna a more certain answer. Truth was, many ponies forgot that although she was powerful, and immortal, she wasn't all knowing, nor was she invincible, or perfect. She could be killed, and she could make mistakes.

And right now, she feared that she made a huge mistake in her judgment...

* * *

><p>School had been a real pain. Ever since the argument with Scootaloo, both she and Sweetie Belle seemed to avoid her. They must have felt betrayed, and with good reason. Two days ago she did choose her own personal interests over her friends, but she did so out of a need to get her Cutie Mark the right way. Now she could pursue her own path, which was good.<p>

If she knew what to do exactly.

As Apple Bloom walked out of the classroom, she saw Sweetie Belle by her locker. Hopefully she could mend things with her at least.

"Sweetie Belle," Apple Bloom called out. Sweetie Belle looked her way, and was about to say something, but...

"Come on, Sweetie Belle!" Scootaloo called out from down the hall, "We need to get going!"

"Coming Scootaloo," Sweetie Belle said. She gave Apple Bloom a sad look, and then walked off to Scootaloo, who was staring daggers at Apple Bloom the entire time.

When they left, Apple Bloom sighed, "So much for makin amends..." she said to herself. She went to her locker to grab her bag and get ready to go, but she noticed Diamond Tiara and Silver Spoon walking by. She opened her locker to hide behind the open door.

"So you better attend, Silver Spoon," Diamond Tiara commanded, "I need to win, and if you and I are together, then that insures I get first place."

"Of course, Diamond Tiara," Silver Spoon said in a slightly phony manner (Apple Bloom only recognized this once she met the real Silver Spoon).

"Good. And I mean it. You're going to attend with me, and I shoot for first place while you get second."

"Right. You're the boss."

Diamond Tiara gave an arrogant giggle, "Damn right. See you Silver Spoon."

"Take care, Diamond Tiara."

When Diamond Tiara walked off, Apple Bloom closed her locker and walked closer to Silver Spoon, who was still standing there with that same smile, which was beginning to look more and more blank.

"Are we alone?" Silver Spoon asked through her smile.

"Uh" Apple Bloom looked around, "Yeah, ev'rypony is gone. We're the last one's here."

Once they heard the door close, which signaled Diamond Tiara's exit from the school, Silver Spoon immediately lost her fake cheerful expression. She growled angrily, and began stomping her front feet on the ground in anger, actually _screaming_.

"I HATE HER! I HATE HER! AHHH!"

Apple Bloom just watched with wide eyes as she saw Silver Spoon's latest tantrum. She had gotten used to these, but it still shocked her. Celestia... Diamond Tiara looked difficult, but based off of Silver Spoon's emotional state, she was unbearable.

By the time she finished, her braid was partially undone, her glasses had fallen off, and she was breathing heavily gritting her teeth.

"Um, is it safe ta ask whut happened?" Apple Bloom asked slowly.

"_Diamond. Tiara,"_ Silver Spoon began, still seething, "Wants us to enter a _beauty _contest!"

"That's... cool..." Apple Bloom said, not fully understanding why she was so angry, "Ah bet you could go fer first place easily."

"Oh, I _know_ I could win," Silver Spoon said, "But Diamond _Tiara_ HAS to get first place, which means _I_ have to get stuck with second! I'm ALWAYS!" she stomped her feet, "SECOND!" she stomped again, "TOO HER!"

That was followed by another string of loud screaming and stomping. Now Apple Bloom understood. She had never been in a beauty contest, but she knew that rich families did them a lot. Also, being second to Diamond Tiara ALL THE TIME had to be annoying.

By now her braid was completely undone, and she almost looked insane with anger. Apple Bloom walked over to her glasses and picked them up with her mouth to hand them to Silver Spoon. Once she took them into her hooves and put them back on, Apple Bloom walked her into an empty classroom and began rebraiding her mane.

"Maybe this is yer chance ta show her who's really on top," Apple Bloom said, "Ah bet yer parents would be real proud."

"My parents probably won't even come," Silver Spoon said sadly, "They never come to anything _I_ do."

"Why don't ya ask?" Apple Bloom asked, "Tell 'em that ya want ta make time to be with 'em, ya know?"

"I guess..." Silver Spoon said, now a little calmer. Once her mane was braided again, she turned to Apple Bloom with a serious look, "How about you? Are things looking better for you?"

"Sadly, no," Apple Bloom said sadly, "Ah don't have an idea of how ta get mah Cutie Mark, and Scootaloo still hate mah guts."

"So you don't have any ideas?"

"Well, Ah guess Ah had a small idea, but it's useless now."

"Show me! Show me!" Silver Spoon said eagerly. Apple Bloom smiled and opened up her back pack, pulling out her notebook. When she opened it, Silver Spoon saw measurements, lists of materials, and plans for a stage.

"This is amazing," Silver Spoon said, "You did all of this?"

"Yeah. Ah've always had a knack for architecture, so measurements and stuff come naturally. Ah haven't had enough time ta really test it though, tryin random stuff with Scootaloo."

"Why don't you make this? I mean, it's obvious that your special talent has to do with architecture and design, right?"

"Well, Ah tried this kind of stuff before, but it doesn't get me anywhere," Apple Bloom said closing her book, "Besides, this wus the stage Ah had planned fer Sweetie Belle and her concert. Since she and Scootaloo won't talk ta me, Ah have no use fer it. They're jus doodles now."

"Come on, there's always a pony somewhere who might want or need a good stage," Silver Spoon said, "All we have to do is find that pony."

"Ya really think Ah should still make this?" Apple Bloom asked.

"Yes yes yes YES!" Silver Spoon said, "I can even help! I can give you the money for materials, tools, oh, we could make it really flashy, with lights and banners! Oh! Oh! We could put those extra fireworks to good use for special effects, and _totally_ go all out!"

"Whoa whoa WHOA!" Apple Bloom shouted nervously, "Do we really need ta go that far?"

"The more goes into making it, the more likely you'll get your Cutie Mark, and come on, this is a big oppertunity for you! Come on, let's do this!"

It looked like Silver Spoon was more excited about this than _she_ was. But the more Apple Bloom thought about it, the more appealing it was. She _could_ get her Cutie Mark like this, and working with Silver Spoon would give Apple Bloom the funding she needed to really make something special.

Something ponies would be talking about for years to come. The little filly who at age ten made the stage for one of the biggest shows in Equestria. This would be major. Now all they needed was a show.

"If we do this, we need ta find a show. Ah mean, a stage ain't worth much without one."

"True," Silver Spoon said thoughtfully, "So let's head out to find a pony who's in need of a killer stage."

With that Silver Spoon got up and trotted off. Yep, they were about to do this. Apple Bloom sighed and trotted after her rich, powerful, and very enthusiastic friend, just happy that she wasn't angry about Diamond Tiara anymore.

At least, not visibly angry.

* * *

><p>As she trotted through Ponyville, she was fully aware of the looks she was getting. Last time she was here, she was made a fool of by Twilight and her friends. She had hoped that they had forgotten about her horrible boasting, but as it turns out, some things aren't easily forgotten.<p>

This was one of those things.

"Geez..." she said, "I knew it might be bad, but I had hoped two years..." they were both only nineteen at the time, but Twilight was clearly the more mature one of the two of them. She guessed that came from being a disciple of Princess Celestia.

Her caravan was getting heavy, so she guided it to the park so she could rest on a bench. As she lay down on the bench, she pulled her hat over her face to cover it as best as she could. Hopefully no one would bother her.

"Twilight Sparkle..." she said to herself, "Where are you..."

"Did ya say Twilight?" a sweet southern voice said. She pushed her hat up slightly and saw Apple Bloom and Silver Spoon standing in front of her. Silver Spoon was shocked when she saw her face.

"I know you!" she cried out, "You're the Great and Powerful Trixie!"

"Glad to see I still have fans," Trixie said somberly.

"Ya said ya were lookin fer Twilight, right?" Apple Bloom said, "Ah know where she lives."

"Oh? Could you take me there?" Trixie asked.

"Sure!" Apple Bloom said with a nod. Trixie smiled warmly and got up from her bench.

"So what brings you back to Ponyville?" Silver Spoon asked.

"It's my last stop on my personal journey. I plan on settling down here, but first I need to speak to Twilight."

"You aren't here for revenge, are ya?" Apple Bloom asked, "Cause mah sister told me about whut happened the last time ya came ta town."

"You might think that," Trixie said looking away, "but I assure you that my presence here isn't a red flag."

"Well, okay," Apple Bloom said looking at Trixie seriously. She probably didn't believe her.

"Are you planning on doing another show here?" Silver Spoon asked, shocking Apple Bloom.

"Um... I might..." Trixie said, "Why?"

"Cause my friend here has a killer stage that she's dying to try and make, and you're the first show pony we've seen here," Silver Spoon explained, "It _can't _be coincidence. You know, our meeting here?"

"Silver Spoon!" Apple Bloom whispered nervously.

"Tell you what," Trixie said now focusing on Apple Bloom, "If I do decide to do a show here, I'll get in touch with you, how's that?"

"Um, sure...? Apple Bloom said with an awkward smile.

The rest of the trip was in silence. Apple Bloom kept looking at her suspiciously, while her friend (Silver Spoon, was it?) kept jumping up and down in excitement. Clearly she was really happy to hear that Trixie might need a stage.

After a while they reached the library. Did she live here?

"No wonder she was so powerful," Trixie said looking up at the building. She then turned to her young escorts, "Where do you live, Apple Bloom?"

"Um, Ah live with mah broth'r an' sistur in Sweet Apple Acres."

"I believe I know where that is," Trixie said thoughtfully. She then bowed to them, "The Great and Powerful Trixie thanks you," she said in her original show voice, smiling when Silver Spoon squealed happily.

"She spoke in the voice!" Silver Spoon said, clearly in fanfilly mode. Apple Bloom just shook her head rolling her eyes, which made Trixie laugh.

"If I need further assistance, then I'll turn to you," Trixie said.

"Please do! And thank you!" Silver Spoon said, making Apple Bloom sigh.

Trixie watched as the two fillies trotted off, and then turned to the library again. Was she really about to do this? Would she even hear her out? Trixie took a deep breath, and knocked on the door.

"Coming," a young male voice called out. When the door opened, her eyes met the shocked expression of Twilight's dragon assitant.

"Wait, aren't you..." Spike asked.

"I'm sorry if I am intruding, but I must speak to Twilight Sparkle. Is she in?"

"Yeah... she's in," Spike looked up at Trixie sort of suspiciously. Was this going to happen with everypony she saw.

"Um, may I speak to her?" Trixie asked after a second. Spike nodded slowly and closed the door. If she didn't hear him call Twilight's name soon after, she would have thought he just closed the door on her.

A second later, the door opened again, but this time she was face to face with a purple unicorn. She looked a little different than how she looked two years ago, but her mane gave her away. It was her. The pony that changed her life forever.

And judging from her expression, she wasn't much happier to see her than any other pony she saw.

"Trixie?" Twilight asked, "Wh, what are you doing here?"

"Um..." good question, Trixie thought. She had dreamed of this day for two years, but now she was here and she didn't know what to do. She took a deep breath and spoke again, "May I come in. I've been walking around for a long time, and I'd like to rest my hooves."

"Sure..." Twilight said, moving to the side and ushering Trixie in. Trixie slowly walked into her library and took it all in. You could learn a lot about a person from what's in their house. All Trixie saw were books. Lots and lots of books. There were a few ornaments here and there, but clearly decor wasn't one of Twilight's strong points.

"Um, do you want any tea?" Twilight asked, shocking Trixie a bit.

"Oh! Um... yes please. Thank you," Trixie said. Twilight nodded and walked off to where Trixie assumed was her kitchen. Now alone, she sighed and rested on the floor in front of the table. She was finally in the house of the one pony who bested her. It was scary, and she half expected to be turned away at the door. But maybe this would be good. Maybe this was a good idea.

* * *

><p>"I don't like it," Spike said instantly.<p>

"I know this looks strange, and it is, but I want to give her a chance," Twilight said pouring the tea into two cups.

"But she galloped away two years ago as if nothing had changed."

"That was two year ago though. She might be different now. Besides, she looks like she really wants something. It may be important."

"Or maybe it's a trick. Remember, she isn't the most honest pony in the world," Spike said.

"Well, we're about to find out," Twilight said, now using her magic to carry the two cups, "Let's try and be hospitable here. Right now, Trixie is our guest, and we're going to treat her as such."

"Alright..." Spike said dejectedly. Twilight walked back into the main room, where she saw Trixie resting.

"I'm back," Twilight said. Trixie opened her eyes and looked at Twilight with a somewhat sad smile. Was she afraid of something? "I hope you don't mind green tea with ginsing and honey. It's the only kind I drink so..."

"No, I don't mind. It's actually my favorite," Trixie looked down almost like how Fluttershy used to, and Twilight could have sworn she was blushing a bit, "Thank you."

Twilight nodded and then trotted to the table, setting down the two cups of tea. This was met by a few seconds of awkward silence.

"So, how have you been?" Twilight asked.

"Good. Good," Trixie said with a nod, "I've been on a personal pilgrimage around Equestria."

"Really? What sort of pilgrimage?"

"Uh, well..." Trixie looked down again, "After what happened two years ago I began learning more about magic. After my first year I began using my magic to help ponies," she took a sip from her tea before continuing, "I actually did save a village from an Ursa Minor, for real this time."

"I see," Twilight said, actually tempted to believe her since she mentioned an Ursa Minor, not Major like before.

"I looked up Ursa Majors. Celestia, I can't believe what I was saying," Trixie laughed a bit.

"Yeah," Twilight laughed as well, "They're no joke."

There was more silence, broken by an unusual statement.

"I have you to thank you for that," Trixie said, shocking Twilight.

"Thank me? For what?"

"Well, that day I realized that I didn't really know what magic was," Trixie said, "All I knew was smoke and mirrors. What you showed me, at the time I wouldn't admit it, but it mesmerized me. I became obsessed with learning how to do that. You changed me, Twilight Sparkle, and for the longest time I just wanted to see you again."

"Oh... wow..." Twilight was really taken aback hearing this. It sounded like Trixie really felt strongly about what happened that day. Twilight didn't think she had made that much of an impression on her, "So, did you come all this way here just to thank me?"

"Well, that was part of it..." Trixie said, "But actually, I was hoping I could... complete my training... here..."

"Huh?" Twilight was wide eyes hearing this. Trixie then took Twilight's foreleg earnestly.

"Please Twilight, make me your disciple!" she said.

"You want me to..." Twilight asked, now shocked beyond belief.

"You know how to do things no pony could imagine. You're literally the strongest pony in Equestria besides Princess Celestia herself."

"I highly doubt that-"

"Twilight, I've been all over Equestria. I've seen unicorns, pegasi, and earth ponies all with different powers, but none of them had an ounce of your power."

"R, really?" Twilight asked, her heart racing now.

"If I'm willing to admit it, then you have to believe it. Twilight Sparkle, I know literally everything there is to know about magic now, at least NORMAL magic. You're the only pony who can teach me the magic I want to, no, NEED to know!" at this point there were tears in her eyes, "Let me learn under you, I beg you!"

Trixie really wants this, Twilight thought. She was literally crying now. Twilight wanted to help her, but there was something bothering her. Trixie called her the strongest pony in Equestria. That couldn't be true though. Surly there had to be something, SOMEpony, who was stronger...

"No one stronger?" Twilight asked, her voice shaking now.

"No one. Twilight, there isn't a pony alive besides the Princesses who could defeat you, and even they might have trouble. I'll never be lucky enough to be taught by the Princess herself, but I can at least reach out to her disciple, and ask her to make me hers."

"Trixie, I'm not qualified-"

"You're more than qualified now. We're not fillies anymore, Twilight. That was two years ago. I'm sure by now even the Princess recognizes your talent."

She did just turn twenty-one. She was technically qualified to teach someone else... maybe this was a sign. Maybe she was supposed to do this.

_She'd be the perfect disciple..._

_Blind obedience is the best obedience..._

_She'll follow you till the ends of the earth..._

"NO!" Twilight shouted suddenly. She ran to the couch and fell down, burying her face in a pillow.

"Twilight? Did I upset you?" Trixie asked.

"No, no, I'm just..." Twilight swallowed and turned her head back to Trixie, "I need some time to think about this."

"I understand," Trixie said. She looked away, but then looked as if she had an epiphany, "Give me a few days to a week. I'm going to put on another show, and I want you to attend."

"A... show?"

"Yes, when you see what I can do now, you'll make me your student," she turned and walked to the door, "You'll see, Twilight, I have potential."

With that she left. Twilight rested her head on the pillow, but a second later actually broke down into tears. Spike came out and ran over to her, and began rubbing her back.

"Twilight..." he said softly, "What are you so afraid of?"

She wanted to answer him, but she couldn't. Instead, she wrapped her forelegs around him in a loving embrace, and continued to sob. He was right though, she was afraid. Afraid of the voice in her head. Afraid of the demon that might be waiting for her in her dreams. Afraid of the thoughts running through her head after learning the truth. The truth that she was the strongest pony in Equestria.

A truth that for a split second... she sort of liked...


	5. Chapter 5

Chapter 5: What Am I to You?

It had been three days since Trixie's visit, and Twilight was beginning to wear down mentally. Bad dreams every night, an evil sensation growing in her heart, and even a sort of arrogance at Trixie's statement. It was hard not to feel that way. Her, the strongest pony in Equestria. Just the thought was amazing. Maybe she could even destroy...

Wait... what? No! She didn't want to do that. She wasn't a monster. She didn't care what that book said, she wasn't going to become... that.

She continued her walk through Ponyville, noticing the number of ponies staring at her. It wasn't like before though, this time she couldn't read their expressions.

There was something else too. It was quiet in Ponyville, and still. As if everything was at a standstill.

Twilight ran over to Sugar Cube Corner, where she saw Mr. and Mrs. Cake standing at the entrance.

"Excuse me," Twilight began, "is everything okay? Everypony is acting-" the Cakes immediately shut the door in front of her, "strangely..." she looked around, now confused as everypony shut their doors when their eyes met hers.

She began to make her way to the town square, where she saw her friends standing in a small circle, looking up.

"Girls!" Twilight called out running over to them, "What's going on here? Why is everypony acting so afraid?"

She noticed that Fluttershy and Rarity looked at her for a second, but then turned away as if afraid and shamed. That's weird, she thought. Why did they look at her like that?

"Dash, Pinkie Pie," She called out, now going to Rainbow Dash and Pinkie Pie, "Fluttershy and Rarity are acting weird. Do you know what's gotten into them?"

Pinkie Pie looked at Twilight shocked, but then Rainbow Dash put her foreleg on Pinkie's shoulder and shook her head sternly. They then continued to look up.

No Twilight was getting scared. Why were her friends treating her like this? She saw Applejack standing front and center, looking up as if ready to fight.

"Applejack, what the hell is going on?" Twilight asked, now getting upset, "Everypony is acting like they're afraid of me, and the others keep giving me strange looks!"

Applejack looked at Twilight with a dark expression, "Twilight..." she said softly.

"Citizens of Ponyville!" a voice called out from above the Town Square monument, "It pains me to say, but this is your final day of freedom," the pony speaking was shrouded in darkness, and the clouds behind her were gathering in a spiral. The only thing Twilight could make out was that she was a unicorn.

A unicorn... no way...

"The reign of Celestia is over. No longer will this be a world of light, but neither will this be a world of darkness. True darkness lies in between, where neither light nor shadow can exist. I decree that this will be such a world from this day forward, and that I, will be your queen. Now, bow to your new queen!"

At that moment the sky turned into a apocalyptic red, and Twilight finally got a glimpse of the pony talking.

It was herself...

"No..." Twilight said backing way, "That's not possible! I'm right here! That... That's not me!" she cried out. She then looked around and saw her friends gathering around her, all with scary expressions, "Girls, what's wrong? Why are you looking at me like that?"

"So all this time, you were plotting to conquer all of Ponyville?" Rarity asked harshly.

"What? No! I wasn't!" Twilight tried to defend.

"We helped you to stop Night Mare Moon, when all along you were even worse that she was!" Rainbow Dash spat.

"How could you say that?" Twilight asked, now hurt, "You know me, Rainbow Dash!" she turned to Fluttershy, "Fluttershy, talk to them!"

"I'm sorry Twilight," Fluttershy said sadly, "I can't..."

"I can't believe this Twilight," Pinkie Pie said sadly, "I thought we were all friends."

"We ARE friends!" Twilight cried, "I don't understand!"

"SAVE IT!" Applejack cried out, scaring Twilight, "This is the only way to put an end to this. Ah'm sorry Twilight, but we got no choice."

She couldn't believe what she was hearing. Were her friends talking about killing her?

_You see who your friends are?_

_They'll turn on you..._

_Just like this..._

"No... No! NO!" Twilight turned and ran away.

"After her!" Applejack called out before the five of them gave chase.

All of a sudden, Twilight noticed that Ponyville was a maze. She was lost among the buildings when Pinkie Pie jumped out of a corner.

"Twilight!" Pinkie Pie called out. Twilight screamed and ran down another corner.

As she ran, she saw two shadows keeping pace with her. She looked up and saw Fluttershy and Rainbow Dash above her.

Rainbow Dash dive bombed toward Twilight trying to tackle her, but she moved out of the way and continued to run. As she ran though, Fluttershy landed in front of her.

"Fluttershy, please!" Twilight urged.

"I'm so sorry!" Fluttershy cried dashing towards Twilight. She then, as strange as it was, began _fighting_ Twilight. She didn't want to hurt her friend, so Twilight just did her best to dodge her attacks.

"Why are you doing this to me?" Twilight cried, "I'm your friend!"

"That's what we thought!" Rarity called out from behind Twilight. She turned around and saw Rarity stomping the ground prepearing to charge, "But clearly you're nothing but a monster!"

That statement hurt Twilight more than anything. Rarity charged, and Twilight saw Fluttershy charging as well. Twilight jumped away right at the last moment forcing the two friends to hit each other, and then ran forward.

After a few seconds though, somepony kicked her hard in the side knocking her to the ground. She looked up and saw Applejack standing over her, with killing intent in her eyes.

"This is jus how it's gotta be," Applejack said trotting closer to her, "Queen of Darkness!"

_These so called friends have betrayed you..._

_They seek your destruction..._

Twilight looked around her and saw her friends surrounding her, each one looking ready to kill.

"Stop this! STOP IT!" Twilight screamed, now crying.

_The only way to stop this is for you to accept me into your heart..._

"NO! I won't! I WONT!"

_You will. You have no choice..._

_Twilight Sparkle..._

She heard a familiar growl. In her fear, she slowly looked up, and she saw it. The same grotesque black dragon that haunted her night after night, and it was looming over her, ready to claim her.

"Wake up!" Twilight cried to herself, "Wake up! Please, wake up!" she tried and tried, but she couldn't wake up. Surrounded by her friends, there was no escape either. She couldn't run, and she couldn't shock herself awake either.

"HELP ME!" Twilight screamed as the beast's mouth came down on her, ready to consume her.

* * *

><p>"Twilight! TWILIGHT!" Spike called out, shaking her as hard as he could. Eventually he reached over and splashed her with her glass of water, instantly waking her up. For a second she just sat there in shock, until she eventually broke down and cried. Spike was worried about her, and he slowly made his way to her bed.<p>

"I did what you asked me to," he said sweetly, "You told me to wake you up if you didn't answer, so..." she wouldn't stop sobbing, so Spike was getting scared, "What's wrong?"

"I can't keep running..." Twilight sobbed, "They're getting worse. Next time I might not be able to wake up."

"Then I'll just have to keep waking you!" Spike proclaimed, "I don't know what's got you so upset, but if I can help you by waking you up then I will! I promise Twilight!"

"Spike..." she said through her tears. Spike sat on the bed next to Twilight and held her. That was all he could do at the moment. She was beyond comfort at the moment, but maybe he could remind her that she wasn't alone.

This was getting out of hand, and she was tired of not knowing anything. She felt like she needed to talk to someone, so who better than her mentor, right? She had Spike send a letter to Princess Celestia asking her if she could ask her a few questions. She didn't want to involve Spike or any of her friends until she knew what was going on (and she didn't want to admit it, but that dream made her feel funny about her friends).

Celestia's response was almost instant. She not only said that she would speak to Twilight, but she also said she was sending a carriage to Ponyville to bring her over to Canterlot. It was touching that Celestia was taking this so seriously. She always took Twilight seriously.

A few hours later, Twilight arrived in Canterlot. She asked Spike to stay behind and run the library while she was gone, but also so she could talk to Celestia personally. As she walked, her thoughts went back to the dream she had. In it, everypony was staring at her as if she was a monster. She felt insecure, as if the ponies _were_ staring at her.

"Twilight?" she heard from the sky. Twilight reluctantly looked up and saw Rainbow Dash flying down to her. God... why now?

"Hey Rainbow Dash," Twilight said, trying to keep her inner contempt hidden. It apparently didn't work, because Rainbow Dash looked at Twilight seriously.

"You okay? Pinkie Pie said you were acting weird last time she saw you, and you haven't been outside in a while."

Of _course_ Pinkie Pie spoke to Rainbow Dash. Those two were inseparable. If either one of them was a lesbian or bi (as far as she knew, neither one was), they would _have_ to be married by now.

"I'm fine Rainbow," Twilight said darkly. She didn't want to talk to Rainbow Dash right now.

Rainbow Dash looked at Twilight for a second, but then shook her head, "Nope, ain't buying it," she said. Twilight rolled her eyes.

"Rainbow Dash..." Twilight groaned.

"Seriously, what's wrong? You do know that you can tell us anything, right?"

"I... I know," Twilight said looking away, "I need to go Rainbow Dash."

"Go? Where are you-"

"None of your business!" Twilight shouted on impulse, instantly catching herself when she noticed Rainbow Dash's shocked expression, "I'm... sorry!" Twilight said running away. That was the second time she did that to one of her friends. She knew that Rainbow Dash would be hurt, but she had to talk to her about it later. Right now, the most important thing to her was getting to Princess Celestia.

When Twilight made it to the castle, she breathed a sigh of relief. Safety. Now nothing stood in between her and Princess Celestia. She walked through the halls of the castle, knowing exactly where the princess waited for her. The guards did say hi to her, but she ignored most of them. All she wanted was to see the mare who had been a mother to her for years.

When she made it to Celestia's study, for a second she just stood there at the door. When she opened it she saw Princess Celestia sitting on her large red pillow reading. She was there, she could make it all better. Just her presence made Twilight's problems melt away.

Celestia looked up from her book, and met eyes with Twilight, "Oh, Twilight," Celestia said with a worried expression, "What's troubling you?"

"Princess..." Twilight said slowly. She walked for a few seconds, but then her walk turned into a run and she met Celestia's warm wing embrace.

"My beloved student, you're troubled," Celestia said softly, "Talk to me."

After calming down, Twilight told Princess Celestia everything. About the dreams, about her out of control magic, and about what she read in the book. She told the Princess about how Trixie told her that she was the strongest pony in Equestria, and how she cast a spell on Spike giving him a nightmare he couldn't escape from. She was ready for any sort of reaction, shame, shock, disbelief, anything.

The reaction she got was none of the above, nor was it expected.

"Oh dear," Celestia said with a sigh. Twilight was confused.

"Princess?"

Celestia used her magic to bring a copy of Prophesies of the Old World to them, "Is this the book, Twilight?"

"Yeah, it is," Twilight said looking up at Celestia, "Why?"

Celestia opened the book and began reading, "It's prophesied that on the last day of the twentieth millennium, the Queen of Darkness will be born. In her youth, she will be a natural at all things magical. She will be a pony with a dark coat, and possess powers unlike any other. On the day she comes of age, she'll begin to awaken to her true nature. The darkness in her heart will consume her, and she will use her powers to not only usurp the current rule of Equestria, but plunge the world in an eternal twilight," as she read, Twilight's eyes were getting wider and wider.

"Princess, how did you know which story it was?" Twilight asked.

"You know I would never lie to you, but I had prayed that this day would never come," she got up and walked off a bit.

"Princess, I mean no disrespect, but what are you talking about?"

For a long time Princess Celestia was silent, as if trying to find the words for what she was feeling. She eventually looked at Twilight with a sad expression, and the next thing that she said changed everything.

"I'm sorry Twilight, I should have shared this with you sooner, but I was afraid of the impact it would have on you at such a young age."

"Wait... what do you mean?"

"I had planned on having this conversation with you when you turned twenty-one, but I had hoped that sending you away would kill the darkness within you."

Send her away? What did _that_ mean?

"You're not making any sense. Princess, what does that even mean?"

"It will only make sense if I tell you the whole story," Celestia took a deep breath before she continued, "I knew all of the stories in that book. It was how I knew about my sister's return, and how I knew how to stop Discord. That book was written by a group of powerful seers who knew that I would need a guideline after becoming ruler of the sun.

"But that's getting off topic. Anyway, I was told to memorize the stories in that book, and Equestria's Darkest Hour stood out to me. I knew that I had to be on the lookout for the filly who was supposed to grow up into the Queen of Darkness. I originally thought that it was my little sister, Luna. She was a pony with a dark coat, and she did possess powerful magic at a young age. However, I soon learned that she was destined to be Night Mare Moon, which meant I still had to search for her.

"Centuries after I sealed my sister away, I began to ponder how I could find the filly in the legend. I began to wonder if the symbol in the book was a Cutie Mark. If that was the case then I went about my search all wrong. There was a completely different factor that went into it, but that factor complicated things in more ways than you could imagine. I might be looking for a filly who hadn't found her Cutie Mark yet. I began to focus my search on fillies who hadn't found their Cutie Mark. I opened Celestia's School for Gifted Unicorns not just so I could help fillies learn how to harness their magic, but in the hopes that I could find the filly who was meant to become the Queen of Darkness.

"And that's when you walked into my life. I was walking past the school building when I saw your friend's Sonic Rainboom. A second later I felt a powerful surge of magic coming from the school. It was stronger than anything I ever felt. I followed it to the classroom that you were in, and I saw it. You had to have been only seven years old, if that, yet the magic you exhibited was more than even some grown unicorns. I stepped in and calmed your magic down, and immediately realized that you were the filly I was searching for. You didn't realize when your Cutie Mark came in, but seeing that made me even more sure. That was when I had an idea.

"What if I could keep this filly from becoming a threat to Equestria? Then I could make amends for what I had to do to my sister, and possibly save thousands of ponies in the process. So I made you my student, and presented the symbol to you as a normal Cutie Mark. As I taught you the pure side of magic, I also tried to keep you in the light. I sent you to Ponyville also in the hopes that you learning more about friendship would keep you off of the dark path destiny set out for you. So yes, Twilight, the mare in the story is you."

That was a lot to take in, and Twilight was speechless. But not just because the Princess had confirmed her fears. She was mainly shocked to learn that all this time she thought Princess Celestia saw something special in her, that there was something only she could do. She thought so many things...

And just like that, they were all thrown out the window...

"So all this time," Twilight said slowly, "You were just keeping me caged?"

"Twilight, I know that's what it looks like, but I assure you-"

"You never had a plan for me!" Twilight's voice was cracking as she spoke, "You were just trying to keep me from becoming a monster!"

"No Twilight, that's not it at all. I did try and keep you on the path of light, and yes I did keep things from you, but it was only because-"

"I trusted you!" Twilight was backing away from Celestia, "You were the one pony I _knew _would never decieve me! But you were LYING to me from the beginning!"

The tears came, and they wouldn't stop. Even the Princess saw her as a monster. The one pony who would never call her a monster, just did.

"Twilight, please calm down! Your aura is-"

"I LOVED YOU!" Twilight shouted. There was a blinding light, and Twilight heard Princess Celestia cry out in pain. The light died down, and when Twilight looked forward, all she could do was scream.

Seconds later, the guards came. What they saw would change things forever. The first thing they saw was Twilight backing away in fear.

"Twilight Sparkle, what happened in here," one guard asked.

"I, I, I, I!" was all Twilight could get out. The guards looked over at where Twilight was looking, and saw a sight that left them utterly speechless.

Cause the second thing they saw, was a statue of Princess Celestia... where the real Princess Celestia once stood...


	6. Chapter 6

Chapter 6: I Can't Run Away Anymore

"After that she just ran off," Rainbow Dash explained to her friends. She called the others right after meeting Twilight in Canterlot to tell them what happened. They were currently in the park discussing Twilight's behavior, and even Spike came, since he had spent the most time with Twilight.

"She did seem really stressed out when you brought her to my house," Fluttershy said to Applejack, "But I didn't see anything strange."

"Maybe she's suffering from," Pinkie Pie looked around, and then whispered, "That time of the month ominously".

"Darling, I doubt this is related to that," Rarity stated, "I've seen Twilight during her period, and while she's a little cranky, she's not like this."

"Besides," Spike continued for Rarity, "I timed it, she's not going to have... that... for a while," she shuddered thinking about it. He knew that it was a normal thing for mares, but he still felt uncomfortable talking about it. The many issues of having nothing but female friends...

"So if it ain't that," Applejack said, "and she ain't sick, then maybe something else _is_ up."

"I wish she's talk to us," Fluttershy said.

"Instead of running away!" Rainbow Dash continued, "Seriously, what's _up_ with that?"

"Do we know where she went?" Rarity asked.

"I think she wanted to talk to Princess Celestia," Spike said.

"Then there's nothing to worry about!" Pinkie Pie said cheerfully, "Princess Celestia will know exactly what to do!"

"Ah certainly hope so," Applejack said looking away from everyone else. She didn't want to say anything to anyone else, but she was a little suspicious of how Twilight had been behaving. Ever since she opened those books...

"Um, excuse me," a voice called out. Everyone looked and saw Trixie standing there. She looked worried.

"What do _you_ want?" Rainbow Dash asked harshly, making Trixie wince a bit.

"Rainbow Dash, that's not nice!" Rarity scolded, but Rainbow Dash turned away and crossed her forelegs.

"You're Twilight Sparkle's friends, right?" Trixie asked.

"Well, duh!" Pinkie Pie said as if she should have know that, "Not like there's another group of ponies and a dragon talking about her well being."

"Fair enough," Trixie said awkwardly, "Um, is she okay? I went to give her an invitation to my show in four days, but she wasn't home, and you all looked so worried so..."

"We're trying to figure that out ourselves," Rarity said.

"Don't tell me _you're_ worried about her!" Rainbow Dash said, "Afraid she won't make it to your little bragging session?"

"Rainbow Dash!" Rarity scolded again.

Trixie took a deep breath as if trying to control herself, "I don't expect _you_ to understand, but yes, I am worried about her. And for your information, this show isn't about me bragging about my talents. I'm done with that now. All I want is to show Twilight what I've learned on my pilgrimage."

"Yeah, i.e. BRAG!" Rainbow Dash snapped.

"Ah'm sorry about this... Trixie..." Applejack said, showing even she was having a hard time with her being there, "But we really don't know much 'bout what Twilight's goin through. If ya really that worried though, we'll keep ya posted."

"Thank you," Trixie said bowing to everyone before trotting off. Rainbow Dash sat down next to Pinkie Pie shaking her head.

"Can you believe her?" Rainbow Dash asked, "She's only been here for three days and now thinks she's one of us!"

"Well, she seemed really worried to me," Fluttershy said, "I think she was actually trying to be nice for a change."

"Either way, it was two years ago," Rarity stated, "If she wants to start over, then I think we should put it behind us as well."

"Especially if she's living here now," Pinkie Pie said suddenly, shocking everyone.

"Um, beg your pardon," Applejack asked.

"Yeah, I'm planning a Welcome to Ponyville party for her, but no one wants to attend," Pinkie Pie looked a little sad saying that.

"Guess I'm not the only one who's having a hard time with this," Rainbow Dash said. Applejack though was in deep thought thinking about Trixie moving in. Apple Bloom mentioned something about building a stage for a show pony...

"Ah'll talk ta ya'll later," Applejack said getting up suddenly.

"What's up with you?" Rainbow Dash asked.

"Ah gotta talk ta Apple Bloom 'bout somethin," Applejack said before galloping away.

"Geez, I wonder who's worse," Spike said, "Applejack or Twilight?"

"Speaking of Twilight," Pinkie Pie said, "I wonder when she's coming back."

"Should we confront her about this when we see her?" Fluttershy asked.

"With the way she's been acting, I don't think so," Rainbow Dash stated, "Knowing her, she'll just deny anything. Besides, like Pinkie Pie said, she should be okay after talking to the Princess."

"If that's true," Rarity said looking down, "then why does my chest feel funny?"

* * *

><p>Apple Bloom and Silver Spoon were standing in front of the stage they were making looking it over. It was coming along nicely. At this rate, they'd be done in a few days. It was crazy watching Apple Bloom work though. She was too fast. No one should be able to build something that quickly, and apparently Apple Bloom did this kind of thing a lot.<p>

So... why hadn't she earned her Cutie Mark yet?

"This is amazing," Silver Spoon said, "Between my funding, and your... WHATEVER it is that you do," Silver Spoon said, making Apple Bloom laugh, "we should be done in a few days."

"Seriously, is it really that amazing?" Apple Bloom asked.

"YEAH! What would have taken a normal pony weeks to do, you succeeded to do in a few days!" Silver Spoon said walking Apple Bloom to her work desk, "Apple Bloom, THAT'S. NOT. NORMAL!" Apple Bloom laughed even harder, "So, how come you don't have your Cutie Mark yet?"

"Ah don't know," Apple Bloom said, "It always feels like something's missing, ya know?"

"I get you," Silver Spoon said, "But hey, this time we're making this with the intention of finding your special talent."

"So, whut should we do?" Apple Bloom asked.

"Well..." Silver Spoon thought for a few seconds about the issue, but came up with nothing. Apple Bloom was obviously a weird case. Whatever her special talent was, it had to be really special, because they were trying EVERYTHING to figure it out now, and still nothing. It seemed like there was a missing link, but what that link was, Silver Spoon was clueless.

"Hey, Apple Bloom," they heard from down the road. The two fillies looked and saw Applejack trotting over to them.

"Does she know what we're doing?" Silver Spoon asked.

"She knows Ah'm makin a stage, but she don't know exactly for who..." Apple Bloom said.

"I think she's about to find out," Silver Spoon stated. Apple Bloom sighed and walked over to her older sister.

"Wh, what's up Applejack?" Apple Bloom asked.

"Remember when ya told me that ya'll were makin this stage for somepony who really needed it?"

"Yeah, Ah remember," Apple Bloom said slowly.

"Was that pony the show pony Trixie?" Applejack asked.

Shoot, she was caught. Why did her sister have to be one of the Elements of Harmony, and Honesty for that matter?

"It is, isn't it?" Applejack asked softly, getting a nod from her little sister, "Why didn't ya tell me?"

"Cause I remember when she wus here two years ago, and ya'll had nothin nice ta say about her. Ah thought that if ya knew who the stage wus for, then ya'd tell me not ta make it."

Applejack suddenly looked a little guilty, as if that _was_ what she was thinking. She gave a defeated sigh and knelt down to her sister's level, "This is really important to you, isn't it?" Apple Bloom nodded, "Then, Ah ain't got a problem with it."

Apple Bloom perked up instantly, "Ya really think it's okay?"

"Well, Ah will admit, Ah don't like it, but Ah just feel sour about two years ago. Ya know Ah'm not the most flexable pony in Ponyville."

"That's fer sure," Apple Bloom said sarcastically, earning a sisterly noogie from Applejack, "Ah! Applejack!"

Watching the two of them together made Silver Spoon smile, but she was also jealous. She knew that their mother died after she was born, and she never knew her dad, so she was always really close to her siblings. In some senses she looked at Applejack as a mother figure.

"I wish I were close like that to my parents..." Silver Spoon said sadly.

"GUYS! GUYS!" they all heard Sweetie Belle calling out.

"Sweetie Belle?" Apple Bloom asked.

"What's wrong?" Applejack asked as they all walked over to Sweetie Belle, who looked frantic.

"HORRIBLE! THE NEWSPAPER! PRINCESS CELESTIA!" she began hyperventilating.

"Sweetie Belle, CALM DOWN!" Applejack shouted, instantly calming the upset filly, "What about Princess Celestia?"

Sweetie Belle just reached into her bag and gave Applejack the newspaper. She read it over, her eyes getting wider and wider the more she read. She eventually dropped the paper and galloped away, now looking frantic herself.

"Applejack! What's wrong?" Apple Bloom called out. Silver Spoon looked at the paper and looked shocked by the headline.

"Princess Celestia turned to stone?" Silver Spoon exclaimed.

"What?" Apple Bloom cried out looking at the paper. Suddenly, her search for her Cutie Mark seemed insignificant.

* * *

><p><strong>Princess Celestia Turned to Stone<strong>

_Two guards reportedly found Princess Celestia in her personal study at 12:00pm this afternoon. At first they weren't sure it was really the Princess, but Canterlot magicians ran tests and found a small amount of lifeforce signaling that there was indeed life in the statue at one point. Death hasn't been confirmed yet, but none of the unicorns in Canterlot have been able to release her from her stone imprisonment._

_The only other pony at the scene was the Princess' personal desciple Twilight Sparkle, a unicorn in her early twenties currently living in Ponyville. Guards tried to question her, but she was too traumatized to divulge any details. She has been released since no evidence was pinned on her, but no other leads have been found._

_Her younger sister, Princess Luna, has stated that she will take over rights over the sun and moon. As she isn't as skilled at controlling the sun as Princess Celestia, she apologizes if the nights seem to wear on longer than usual. She recommends ponies try and continue their usual schedules as best as they can and bare with the changes until she can find a way to save her sister._

* * *

><p>News spread fast in Ponyville, and you could instantly tell when everypony found out about it. Everyone looked really scared, as if it was the end of the world. It might be the end of the world at this rate.<p>

Ponies of all ages were devastated to hear the news. Cherrilee closed down the school for a while, while the foals who attended the school were all really emotional, many in tears.

Twilight was obviously taking it the hardest. When she came home, she immediately ran to her library and shut the door. Spike was put in charge of the library, but since Twilight had closed and locked the door during the day he didn't have any chances to talk to her. The only time she had unlocked the door was before she went to sleep, just in case Spike needed to wake her up.

Trixie had put her show on hold, as she felt it would be in bad taste to throw a show after finding out what happened to Princess Celestia. Also, it wasn't fair to make Apple Bloom continue to work on the stage after hearing about it.

Even Pinkie Pie seemed out of it. At first she thought it was a prank ("It's probably just an entry from The Tunip!") but upon reading it in five different papers, she fell into a bit of a depression. You know it's bad when the happiest pony loses her smile.

Fluttershy was surprisingly trying her hardest to stay calm. She wanted more than anyone to curl up into a ball and cry, but she knew that wouldn't fix anything. She tried to talk to Applejack (since their houses were so close) but Applejack wasn't home. Instead she met up with Big Macintosh, Applejack's older brother, and the object of her affection for a long time. Even though they had been good friends for a year now, she had yet to tell him how she felt.

"So she's been avoiding everyone?" Fluttershy asked Big Mac after he invited her inside.

"Eeeyup," Big Mac said sadly, "She's been really upset since the news came up. Ah reckon she knows somethin, but you know how she gets."

"True," Fluttershy said looking down.

"Ah ain't gonna lie though, it's scary ta think about," Big Mac continued, "Ah mean, how in tarnation did it happen? Ain't no magic that's strong enough ta hurt the Princess."

"I know. It's weird," Fluttershy said, sneaking a look at Big Mac, who looked like he was thinking hard about it. That was one of the main things Fluttershy loved about Big Macintosh. Though he was quiet, he was also really smart, which Fluttershy figured came with the territory.

"How're you handling it?" Big Mac asked, catching Fluttershy off guard.

"Oh, I'm... handling it," Fluttershy said looking away. Big Macintosh raised her face to his and looked her straight in the eyes.

"Ah know you're tryin ta be strong fer your friends, but ya don't gotta be that way with me," he said softly, "If ya ever want ta let it out, ya can always do that with me."

"M, Mac..." Fluttershy felt really flushed when he said that. Instead of breaking down right there though, she leaned into him and just rested, silently wishing that she had the courage to tell him how she felt about him.

* * *

><p>Applejack had enough! It had been a full week since Twilight had come home from Canterlot, and she hadn't spoken to anypony. Applejack knew that Twilight knew something about what happened to Princess Celestia. In fact, as much as she didn't want to admit it, she knew that Twilight had something to do with it. She needed to get to the bottom of this.<p>

The library was closed on Sundays, which meant Applejack could probably talk to Twilight without interruption. After having a strong word of prayer, she made her way to the library. Her knock on the door may have been heavier than she originally planned, but it got her point across, because Spike was right there.

"Um, Applejack," Spike said, looking startled. Geez, did she look _that_ scary?

"Uh, howdy Spike. Ah'm sorry if Ah'm intrudin, but Ah really need ta speak ta Twilight."

"Good luck, she won't talk to anyone."

Not even you, Applejack though. This further proved that she had something to do with it. Why, Twilight? Why?

Spike let Applejack in, and he led her upstairs to Twilight's room.

"For the past week it's been horrible," Spike explained, "She wakes up, takes her shower, eats breakfast, and then goes right back upstairs and locks the door, all without a single word. At least she seems to be waking up on her own now."

"Contrary ta not wakin up on her own before?" Applejack asked.

"Well, she wouldn't tell me everything, but I think she's been having really bad dreams where she can't wake up. I think she called them night terrors once. This isn't the first time she's had them."

"When was the last time," Applejack asked stopping a bit. She wanted to talk to Twilight, but this was getting interesting.

"I think she was ten," Spike said, "I remember she had been screaming in her sleep, and she wouldn't wake up. I called the Princess, and while I expected instructions, she actually ran into the bedroom and did something to wake her up. They talked for a while, and then Twilight went back to sleep. The Princess stayed with Twilight all night, actually spending the night with her."

"Ah see," sounded like Twilight had been having trouble before. Applejack was getting really worried now. But it didn't make sense. Twilight wasn't the kind of pony to hurt the Princess. She loved the Princess more than anypony, truly since she knew the Princess personally.

She continued her journey to Twilight's room, the second she got to the door though, she stopped. Something felt really strange. Dark. Not the playful kind of dark that was Discord last year. This was pure evil dark. _That_ shouldn't have been radiating from Twilight's room.

Applejack tried to push the door open, but it was locked (of course). She then knocked on the door.

"Twilight, it's Applejack," she said, "Ah'm worried about ya, Sugarcube. Can Ah come in?" nothing, but any commotion inside the room stopped, meaning Twilight heard her, "We really need ta talk. Ya know Ah can force the door open if Ah wanted to."

That apparently hit the mark, because a second later, the door clicked and was open. Applejack breathed out in relief, and opened the door. Inside she just saw Twilight, sitting on her bed, reading something intently, books scattered all around her.

"What in tarnation," Applejack said softly, looking around. She looked at one of the books, surprised by the title:

~Pyromancy: The Study of Fire Magic

"Are these the books the Princess gave ya?" Applejack asked slowly.

"I've searched through all of the books," Twilight said softly, as if just to herself, "but I can't _find_ the right spell!"

"Twilight," Applejack said, "About Princess Celestia—"

"I KNOW, Applejack," Twilight snapped, still not looking up, "I'm searching for something right now to save her, but I can't-"

"TWILIGHT SPARKLE! LISTEN TO ME!" Applejack shouted, instantly catching Twilight's attention, "Ah need ta know somethin, and Ah expect the truth. Did you have _anything_ ta do with what happened ta Princess Celestia?"

Suddenly, Twilight's somewhat scared expression was switched with a darker one, "Why would you think that?" she asked darkly.

"Ah don't wanna suspect ya, Twilight, but the report said ya were the only pony present at the time, and ya have been actin mighty strange. Ever since ya opened these books it's like you're a completely different person."

That may have been the wrong thing to say, because Twilight was now glaring at Applejack, "So, you too, then?"

"Me too, what?" Applejack asked, now a little afraid. Twilight got up from the bed and was slowly making her way to Applejack, still with that ferocious glare.

"You think I'm a monster, don't you?"

"What in tarnation! Twilight, where on _earth_ is all of that comin from?" Applejack asked, "All Ah said was-"

"I _know_ what you said, Applejack, but I also know what you meant! You think I'm just some monster plotting the destruction of Equestria! You and everyone else!" Twilight looked down and began to cry tears of sadness, and anger, "You all hate me! You're thinking that I'm this bad pony out to kill everyone, but I'm NOT! I'M NOT!"

"Twilight, ya aren't makin any sense. Ah ain't sayin none of that though, alright? Seriously, where is all of that comin from?" Applejack held out her hoof, "Come on, let's get ya out of this room."

"NO!" Twilight screamed suddenly, stepping back a bit, "I'm not going anywhere! Leave me ALONE!"

"Now ya know Ah can't do that!" Applejack said sternly, "Not after seein all of this! Twilight, there's something wrong with you, and Ah need ta know what it is!"

"I WON'T let you get close to me!" her normal purple eyes suddenly turned sinister red, and her horn began to glow the same way. Applejack was really scared now, "Touch me, and you're DEAD!"

"Tw, Twilight! What's gotten into you?"

"I swear, Applejack!" the tears flowed freely from her eyes as she prepared to strike, "I will KILL you! I'll do to you exactly what I did to-" she suddenly stopped, and her eyes returned to normal. For a second she just stood there with an expression as if she realized something horrible, and then she broke down into loud and heavy sobs. Applejack was afraid to approach her, but she eventually made her way to Twilight and held her.

"What in the world is happenin ta you?" Applejack asked softly as Twilight continued to cry.

After a few minutes, Twilight calmed down enough to speak, "Get everyone here."

"Twilight?"

"I don't care what they're doing at the time! This is urgent, and I need to see everyone!"

This was sudden, and strange, but Applejack stood up and nodded, "Consider it done," she said simply. With that, she left Twilight's room. No more words needed to be said between them, at least, not yet.

When she made it downstairs, she saw Spike waiting for her. He instantly ran over to her.

"Applejack, is Twilight alright?" he asked, "Did you find out anything?"

"Trust me, Sugarcube, Ah found out a lot, but Ah don't think you'd like any of it," Applejack said walking out of the library, "Ah'll be right back."

When she got outside, she stopped for a second, looking up. She hated this feeling in her chest. That feeling of knowing the truth.

Even though she didn't know everything, she did know one thing. Twilight _did_ have something to do with Princess Celestia being turned to stone, and just now, she almost ended up the same way.

* * *

><p>Twilight began running all around the library, grabbing book after book, and setting them on the table. Afterwards she ran into the basement to prepare something, but all Spike heard was loud clanging. She never said a word to him while she did that.<p>

"Twilight, what's going on? What are these books for?"

"They're for Rarity," Twilight said simply, now searching for another book.

"R, Rarity?"

"She's the only one who can do this. Pretty soon, I might be..." Twilight stopped herself before she continued, "Where is... Found it!" she said pulling out the Equestrian Reference Guide.

"Why do you need that book?" Spike asked.

"Because of what I kept inside," Twilight said. At that instant, there was a knock on the door, "Perfect, they came right on time."

Spike was so confused, but he had a feeling he was about to figure out what was going on.

Twilight opened the door, happy to see her friends outside waiting for her, "Good, you're all here."

"What's this about?" Rarity asked as she walked in, "I was just about to have my morning spa."

"I was getting ready to practice a new move to show Soarin and Spitfire," Rainbow Dash pouted, flying in.

"I was preparing a party for Trixie! I finally convinced somepony to attend!" Pinkie Pie said happily hopping in.

"I... wasn't _too_ busy," Fluttershy said, silently saying that she was doing something at the time, but felt this was more important.

"Either way, I'm glad you're all here," Twilight ran over to the Reference Guide. Once she opened it, she used her magic to grab the five necklaces inside, giving them to their rightful owners.

"Wait, the Elements of Harmony?" Rainbow Dash asked, "Are we preparing for battle or something?"

"You might need them, in order to stop... me..." Twilight said softly, but everyone heard her.

"You? Darling, what _are_ you talking about?" Rarity asked.

"You're not turning into an evil enchantress bent on total domination of the entire world that can only be stopped by the power of the Elements or anything, right?" Pinkie Pie asked, clearly thinking that she was joking, but Twilight's sigh made everyone gasp, "Wait... you _are_?"

"That... may be a possibilty..." Twilight said sadly.

"Why though?" Fluttershy asked, "You don't seem like a bad pony."

That's the thing, Fluttershy. I'm not now, but soon I might become one," Twilight explained, "And before that happens, we need to take drastic measures."

"Okay, this has been real cute Twilight, but seriously, _you_, evil?" Rainbow Dash asked, "That's the funniest thing I ever heard!"

"She's serious," Applejack said suddenly, stopping Rainbow Dash instantly, "We need ta listen ta her."

"Wait a second," Rainbow Dash flew over to Applejack and stood in front of her, "Earlier you were the one telling us that she was fine, and now you're saying she not?"

"Let's jus say, seein is believin," Applejack stated, looking away.

"These books are for you, Rarity," Twilight said, referring to the pile of books on the table, "You and Spike need to use these books to try and find the spell that will save Princess Celestia."

"But you're much better at magic than me, Twilight," Rarity said, "Shouldn't you be the one to-"

"That's going to be impossible for me, with what I need you guys to do to me."

"I don't like the sound of that," Spike said. Twilight began walking into the basement, where everyone was shocked beyond belief by what waited for them downstairs.

Shackles, four extending from the wall and lying on the ground, and currently open.

"Twilight," Rainbow Dash asked, "What are those for?"

Twilight took a deep breath, "They're for me."

There was a collective silence, until finally Applejack spoke, "Um beg your pardon?"

"Girls," Twilight said turning to them, "I need to be restrained. I want you to use those shackles to chain me to the wall, and no matter what happens to me, you CAN'T let me out!"

"You have GOT to be kidding me!" Rainbow Dash shouted.

"You do know that we can't do that, right?" Rarity exclaimed.

"Yeah! You were the one I invited to Trixie's party!" Pinkie Pie said, "By the way, I forgot to bring your invitation. I'll bring it with me next time."

"Girls, PLEASE!" Twilight screamed, stopping everyone, "I mean it! You have to do this for me!"

"But, why?" Fluttershy asked.

"Because right now, I'm fighting a losing battle," Twilight said wearily, "I've managed to dodge it for the past couple of nights, but pretty soon, it's going to catch me. When it does, I'll be a completely different pony. I _will_ turn on you, all of you."

"You mean you're actually turning evil?" Spike asked, not really sure he could believe it.

"I'm sorry Spike," was all Twilight could say.

"This is so STUPID!" Rainbow Dash shouted, "I'm not doing this!"

"It was you, right?" Applejack asked Twilight, catching everyone's attention, "You were the one who attacked Princess Celestia, right?"

Twilight neither shook her head, nor nodded, she just let her silence speak for itself.

"No way..." Rainbow Dash said slowly.

"Twilight, please don't tell me..." Rarity said.

Applejack, who had been looking sternly at Twilight the whole time, sighed, and then made her way to the shackles.

"Rarity, help me out with this, will ya?" she asked. Rainbow Dash and Pinkie Pie both looked horrified and ran over to Applejack.

"You are NOT about to do what I think you're about to do!" Rainboow Dash stated.

"That's exactly what Ah'm about ta do," Applejack said seriously.

"But she's our friend! Twilight isn't going to turn on us!" Pinkie Pie shouted.

"And besides that, the principle!" Rainbow Dash continued, "You're going to chain up your, OUR, best friend! Doesn't that seem a little, oh, I don't know, SICK?"

"Look, Ah don't wanna believe it either, but Ah also don't wanna put Equestria in danger just because Ah can't believe my friend has a monster inside of her! If ya'll gotta problem with it, ya'll can leave the room!"

For a second, Rainbow Dash and Applejack just stared at each other angrily. Eventually, Rainbow Dash turned her head and walked away.

"Some friend you are then!" Rainbow Dash spat before walking out of the basement. Pinkie Pie looked at Applejack as if really upset too, and then trotted away after Rainbow Dash. Applejack looked over to Fluttershy and Rarity.

"Ya'll to gonna help or jus stand there all day lookin pretty?" Applejack asked. The two mares sighed at the same time, and then proceeded to helping Applejack.

"I'm so sorry, Twilight," Fluttershy said after securing one of the shackles to Twilight's back leg.

"It's okay, Fluttershy," Twilight said sadly, "I think... this is for the best..."

* * *

><p>That night, after everyone left, Twilight was all alone in the basement. Thankfully she managed to get it in a way where she was relatively comfortable. She was lying down on a patch of hay, and she could move her legs perfectly, she just couldn't leave that spot.<p>

She was sad that it had to turn out like this, but she couldn't risk hurting her friends. If things did go a certain way, then the chains might not even hold her. She just had to hope that she could hold on for a while, and that her friends could save the Princess.

She was about to get some rest, but she was greeted by something. A deep growl.

Twilight looked up, and saw the beast from her dreams coming out of the shadows in the basement. What was it dong here? Did she fall asleep? She didn't remember drifting off.

Twilight was afraid. She backed away a bit, but was then stopped by the wall behind her. On instinct she turned to the side and was about to run off, but something stopped her.

The chains. She was still chained to the wall!

Realizing that she was trapped now, she looked up at the beast in sheer horror. The beast gave a growl that almost sounded like laughter, and then slowly began to make it's way over to Twilight.

_There's no where to run..._

_I told you, you would accept me..._

Twilight didn't care. She was so terrified now she literally began pulling away from the wall, hoping that she was getting loser, but it was futile, and she knew it, which was why she began to cry.

"No, please!" Twilight pleaded, her voice shaking so much she could barely speak. Still she struggled to get free, and still the demon slowly approached her. In the end, she gave up and just sobbed to herself. It couldn't end like this! This thing could take her now! Not like this!

She saw it's shadow come over her. Twilight looked up silently as it lowered it's mouth to her. She had lost her voice, so she couldn't scream. Even if she had, if she were dreaming, no one would have heard her. In the end, all she could do was stand there and watch as all the light around her, and within her slowly vanished...

All to be replaced... by pure darkness...


	7. Chapter 7

**Not as long, but this is to just set the stage for the rest of the story.**

Chapter 7: The Beginning

Rainbow Dash decided to spend the night with Pinkie Pie at the Cakes. They were both still really upset by what happened at the library, but Rainbow Dash knew that Pinkie Pie was a lot more sensitive than she was, so she was a lot more upset. Rainbow Dash was just angry at Applejack.

At the time, Rainbow Dash was resting on a small cloud she brought into Pinkie Pie's room (Pinkie was the only one to let her bring them into her room) trying not to think about it.

"Dashie?" Pinkie Pie said softly.

"What's up, Pinkie?" Rainbow Dash asked, not turning to Pinkie Pie.

"Do you really think that Twilight is evil?" Pinkie Pie asked. Rainbow Dash turned to Pinkie Pie about to ask if she was joking, but then saw just how serious she was with that question. Her mane, while it hadn't completely straightened, had lost some of it's bounce. It actually looked really nice, but the sad expression on her face took away from her beauty.

"Pinkie Pie," Rainbow Dash said getting off her cloud and walking over to her friend, "Remember when Discord attacked Ponyville, and put all of us under his weird spell? Applejack became a lier, you became a brooder."

Pinkie Pie giggled slightly, "I was gray," she said to herself in a child like fashion.

"Fluttershy became a bitch, and I actually deserted you guys in the middle of the fight," Rainbow Dash continued, "but Twilight fought for _us_. She didn't give up on us, so we can't give up on her."

"What if she does turn on us, though?" Pinkie Pie asked, "Are we really going to have to fight her?"

"Hell no!" Rainbow Dash shouted, "I don't care what Applejack and Twilight say, I'm NOT fighting my friend! I've spent more time with Twilight than anyone last year, and she doesn't have an evil bone in her body!" Pinkie Pie still seemed really upset, so Rainbow Dash wrapped a wing around her, "If it _does_ come to that, then we'll just have to beat some sense into her."

"So we _are_ fighting her," Pinkie Pie said sadly, looking down. Celestia, as cheerful as Pinkie Pie was normally, when she got depressed, it was a downward spiral from there.

"Perhaps," Rainbow Dash said raising Pinkie Pie's face to hers, "but not to kill her. If we do have to fight her, then I'm fighting her to save her. I just wish I had an idea of what the hell is going on. But unfortunately, the only pony who knows everything is Twilight, and I don't think we're going to get anything out of her."

"Try again!" Pinkie Pie said suddenly, shocking Rainbow Dash.

"Pinkie..."

"Please, Dashie, try to reach her! I don't want her to become our enemy!"

Rainbow Dash didn't see any reason to try again, but Pinkie Pie seemed to believe in her. Looking into her big, emotional eyes, Rainbow Dash couldn't consciously say no. She could never say no to Pinkie Pie.

"Alright," Rainbow Dash said with a sigh, "Tomorrow morning, I'll go down and talk to her."

Pinkie Pie instantly perked up, "You will?" she said happily.

"I'll do everything I can. Just, promise me that you won't stop smiling, okay?"

"It's a Pinkie Promise," Pinkie Pie said, "But you have to Pinkie Promise not to give up."

"Got it," Rainbow Dash said smiling. The two friends stood in front of each other and began doing some sort of ritual.

"Cross my heart and hope to fly! Stick a cupcake in my eye!" they said gleefully, followed by session of laughter. They embraced each other, fell to the ground, and looked into each others eyes. As the laughter died down, Rainbow Dash's heart began to race a bit, as it often did looking at Pinkie Pie. Her eyes, her mane, her laughter, her perfect curves, all combined into what Rainbow Dash considered the perfect...

WHOA! Where was THAT coming from? Rainbow Dash instantly got up and ran over to her cloud.

"Um, see you in the morning Pinkie!" Rainbow Dash said quickly. She didn't turn to Pinkie Pie to see her expression. She just closed her eyes and tried to force the images out of her head. She wasn't..._that_! She couldn't be.

So why did she have such weird thoughts about Pinkie Pie?

* * *

><p>Darkness. All she saw was darkness. She felt like she was falling down a bottomless pit of darkness and despair. She kept her eyes closed, afraid to open them.<p>

"It's so lonely here..." Twilight said sadly, "Applejack... Fluttershy... Rainbow Dash... Pinkie Pie... Rarity... Spike... help me..."

As she said it though, the realization hit her. They wouldn't come to her aid. It was too late for her anyway. She couldn't run anymore. She couldn't hide. All she could do was fall.

"Why was I running again?" Twilight asked herself, "All of a sudden... it seems... pointless..."

_You're the strongest pony in Equestria!_

Trixie's voice ran in her head. Was that true? Could she really be that strong? She had never seen a pony who was as strong as her. She went up against Night Mare Moon, and if it had been a fair fight, she might have even been able to take on Discord. Not only that, but she was the Element of Magic, the strongest of the Elements of Harmony.

The more she thought about it... the more it made sense...

Princess Celestia, she was _afraid_ of her. That was why she kept the truth from her, and why she tried to keep her in the light. _Her_ light. She was afraid that Twilight would challenge her rule. She never had any plans for her. She never saw her as an equal. She never loved her...

And she was so sure. She was so sure that Princess Celestia loved her. If that love was fake, the what could be said about her friends?

_It was you, wasn't it? You turned Princess Celestia into stone, right?_

Applejack accused her. She didn't ask what happened, she was directly _accused_! Why would she accuse her like that? Weren't they supposed to be friends? She thought about the dream she had, and remembered how ALL of them were trying to kill her. The look that Applejack had that day when she accused her, it was the same look she had in the dream.

They weren't her friends. None of them. They were just as phony as Celestia! Applejack didn't even have any reservations in imprisoning her! Fluttershy and Rarity even helped her! Rainbow Dash and Pinkie Pie didn't help, but they didn't stop them either. In the end, they abandoned her too.

It was beginning. They would try and kill her just like in the dream.

No... she wouldn't let it get that far. She would kill them first. All of the love she had for them, and for Celestia, it was all gone. All of it, replaced with pure hatred. As she let the dark thoughts take over her mind, she felt herself fall faster and faster. In the end, she did open her eyes, and at the bottom she saw a red light. That was her destination. That light. She let that light envelope her, empower her, until she once again found herself in the basement of her library.

Now that she was awake, she reevaluated her situation. She moved her legs a bit, her feet restricted by a cold metal brace. So, that wasn't a dream. She shed tears of deep sadness and betrayal thinking of her situation. She was trembling uncontrollably. She was a fool! Thinking of trying to protect them, she made herself their prisoner. They could do anything they wanted to her now. Only if they could get close enough to her.

No, if that was the case then sure they wouldn't touch her, but she would still be trapped here. She needed to build up her strength so she could break out herself. But how could she do that? She couldn't leave the library right now, and all of the books she needed were upstairs.

Wait, she could do something. There was a way to get out of the library. Sure, she couldn't do it physically, but she could leave.

After all, she didn't need her body ALL the time.

She lied down on her straw bed, and took a few deep breaths, and let her body relax. After a few minutes, she felt her body vibrate with energy, she saw a large door take form in front of her. She walked through the door, and on the other side was the library basement. She turned around to confirm that it worked, and sure enough, she saw her body lying down, asleep.

Twilight nodded, and jumped into the air, flying out of the basement like a spirit. That was what she was right now, actually. By doing Astral Projection, Twilight could exit her body and fly around in the form of a spirit. In this form, she was invisible to most ponies, but dragons and highly spiritual ponies could still perceive her. She still needed to be careful.

Okay, so she was out of the library, good. But she couldn't do anything from where she was. She needed a body, but hers was trapped in the library. She flew around for a while, trying to see if there was anything she could do to fix this situation, but none of the ponies who were out and about (not many at this hour) could see her.

She then passed Trixie's trailer. She remembered how badly Trixie wanted to be her pupil. Maybe she could...

This was a huge risk. She was assuming that Trixie had just enough magic in her needed for them to make a connection. If Trixie was serious about her potential, then this would work, but if Trixie was in fact still all talk...

_It's a risk I have to take._

Twilight went into her trailer and saw Trixie inside sleeping. This could work, Twilight thought. Astral Form allowed her to enter dreams. If she could use magic still, she could actually take control of her dreams and use that to communicate with her.

Even if she isn't worthy as a pupil, she would make a good pawn. After all, blind loyalty _is_ the best loyalty.

Twilight floated over to Trixie and allowed her horn to glow, pleased to see her magic still worked. She then pointed her horn to Trixie's head, focusing on the images she wanted to send to Trixie.

* * *

><p>Trixie didn't know how this was, but she somehow ended up in Ponyville. There was something wrong though. The sky was dark, the streets were deserted, the whole atmosphere was wrong.<p>

"What the hell..." Trixie said to herself as she looked around. Up ahead she saw what looked like a crowd of ponies gathered by the town square. Was there some sort of show going on? She trotted over to the crowd, immediately noticing the dark atmosphere.

"This pony has been charged with practicing dark artes here in Ponyville!" the mayor proclaimed, "We allowed her into our home, but the Elements of Harmony revealed her for the monster she is and were proud to deliver her to us! Such a vile creature mustn't be allowed to live, so it is up to us to destroy this beast ourselves!"

"Beast?" Trixie asked. She had to see this for herself, so she forced herself through the crowd. What kind of mare actually earned the title of monster.

That was when she saw it. Forced onto her hind legs by two ropes tied to her forelegs, her horn chiseled off, and standing on top of a pile of wood...

... was Twilight Sparkle...

Trixie was horrified! They were going to execute her!

"No! NO!" Trixie screamed. She then ran over to save her, but Twilight's _friends_ actually galloped in front of her blocking her way, "What are you doing? She's your friend!" Trixie cried out.

"That monster... isn't our friend," Rainbow Dash said sadly.

"What?" Trixie asked stepping back.

"She killed Princess Celestia," Rarity stated.

"And she planned on doing the same to us next," Fluttershy continued. Both of them barely sounded like themselves.

"We were just doing our jobs as the Elements of Harmony," Pinkie Pie said.

"I can't believe I'm hearing this!" Trixie said shaking her head, "You really think she's a monster?"

"Not think, _know_," Applejack stated, "We don't like this anymore than you do, but this has to be done."

This was too much for Trixie. Her friends were willing to kill her, and because she was supposed to be a monster? This didn't make any sense. Why were they doing this? WHY?

"TRIXIE!" Twilight cried out. Trixie looked over to her and saw the flames rising now, "HELP ME!"

"Twilight... TWILIGHT!" Trixie screamed, now trying to force her way to her, but her "friends" were blocking her, "Get OUT of my way!"

"Can't do that, Trixie!" Applejack shouted, "We can't let this monster live!"

"Stop calling her that!" Trixie shouted, "She's not a monster!"

Still Trixie pushed forward. She had to save Twilight. Even if she was the only one who cared.

"TWILIGHT! NO!" in the end though, she couldn't get to her in time. The flames rose too high. It was too late. Twilight was...

Trixie woke up with a start. For a few seconds she just sat there taking in what she just saw. Her hooves were shaking from the nightmare she just had. But it felt so real. What was that?

She looked up and almost had a heart attack. She saw a ghost! No, a spirit. But why was...

The spirit tilted its head, as if confused, but then floated to Trixie's door. It stopped and looked at Trixie. Did it want her to follow it? Trixie slowly got out of her bed, and approached the door. Sure enough, the spirit began flying off again. Was this related to that dream?

She followed the spirit back to Ponyville. Eventually it stopped by Twilight's library. Okay, now Trixie knew that it was related to her nightmare. It was pointing to the mattress in front of the door. Was there something there? Using telekinesis, she moved the mattress aside and saw a small key.

"Is this a spare key?" Trixie asked the spirit, who nodded, "You want me to go inside, don't you?"

The spirit nodded again, this time faster (was it happy?) and floated into the library. Trixie used the spare key and opened the door. Once inside, she saw the spirit making its way to the basement. This was getting scary, but Trixie had to see this through. She knew a warning when she saw it, and that's exactly what this was.

What she saw in the basement would stay with her forever. It was Twilight, lying on the floor, but all four of her legs were in shackles. Trixie watched in shock as the spirit slowly made its way to Twilight, and actually went inside her. Her eyes opened immediately and she looked up at Trixie with a saddened smile.

"Trixie," she said, "You saw me."

"That spirit... was you?" Trixie asked walking down the stairs to Twilight.

"Astral Projection," Twilight explained, "It took me a whole year to master, but it allows me to move outside of my body."

"What the hell is all of this? Why are you chained to the wall?"

"My... friends..." Twilight began.

"_They_ did this to you?" Trixie asked. Why did they do this?

"They found out... that I was the one who petrified Princess Celestia..."

"Wait, WHAT? That was you?"

"She called me a monster! Everyone thinks I'm a monster! That's why I'm in chains now! Even my own friends!"

"You... were able to turn Princess Celestia into stone?" Trixie asked, actually amazed. Not even Princess Celestia was a match for her...

"I understand if you want me dead too, but I was hoping I could count on you to help me..." Twilight looked away.

"What do you need me to do?" Trixie asked suddenly. Twilight looked up at Trixie shocked.

"You'll... help me?" she asked, as if it were hard to believe.

"Of course! I'll never see you as a monster. I'll do anything you need me to do."

Twilight looked down for a second, but then stood up looking at Trixie, "In my room, there's a golden chest. Inside it are a number of books. I need you to get books on alchemy, conjuration, necromancy, and illusion magic. It should be obvious which books are for what."

"Those sound like... dark magic..." Trixie said.

"True magic is neither light nor dark," Twilight explained, "It's just how you use it. I also am going to need to borrow your body every other day, starting in the morning."

"My... body?" Trixie asked.

"In my astral form I can possess a pony by entering their body when they're asleep, but only if that pony allows me to. You won't have any memory of the days when I'm in control, but I promise that I won't do anything to harm you, and I'll keep you posted on what happens."

"That's fine," Trixie said, clearly shocking Twilight,"I trust you. If it'll help you get out of here, then use my body as you see fit, please."

"Trixie..." Twilight said, tearing up. Trixie walked over to Twilight and hugged her.

"I'll save you, Twilight, I promise."

Trixie turned and was about to leave, but Twilight called out to her.

"Trixie, wait!" Trixie stopped and turned to Twilight, "You should leave the spare key where you found it. Just in case my friends come. I can't let them know that I let you in."

"I understand," Trixie said nodding. She then walked out of the basement, on her way to get the books she needed.

* * *

><p>That was too PERFECT, Twilight thought when Trixie left. She didn't expect Trixie to go this far. As long as things went in the direction she needed them to go, she would be out of here in a matter of days.<p>

"I just need to get stronger," Twilight said, "Then I can get out of here." She moved her legs again, reminding herself of her predicament, "I'll get you too... Elements of Harmony," she said allowing her eyes to glow a sinister red.


	8. Chapter 8

**Added a few things to Fluttershy and Big Macintosh's relationship. I'm trying to show another side of Fluttershy here without her being to OOC (she's my favorite of the mane cast next to Twilight Sparkle and Rarity). Tell me what you think?**

Chapter 8: I Wanna Make You Love Me...

"Concentrate... Concentrate..." Rarity said to herself as she let magic flow from her horn. Eventually she let the magic burst out and flow into the statue in front of her. She opened her eyes hoping for a change, even slight.

But her heart sank as she saw no change in what was once Princess Celestia.

She sighed and sat down, rubbing her eyes in frustration, "That was the tenth dud..." she said to herself. Soon after they chained Twilight in the library basement, Rarity and Spike relocated to Canterlot so they could work on trying to release Princess Celestia. She knew it was going to be hard, but more and more she was beginning to feel like there wasn't anything she could do. This was Twilight's specialty. Sure, Rarity was a unicorn, but the strongest spell she ever cast was a gem locator spell.

But she was the only other unicorn Twilight knew and trusted. Deep down she was honored that Twilight chose her for this, when she could have simply given the books to an official unicorn in Canterlot.

Twilight trusted her, and she wasn't going to betray that trust.

"No luck, huh?" Spike asked walking to her.

"What did Twilight _do_ to her?" Rarity asked, "I know this is the Princess, but I barely feel any life."

"You don't think she's actually..." Spike began, but Rarity shook her head.

"No, I don't," she said softly, "I refuse to believe that Princess Celestia is dead, and I don't want you to think that either." Spike looked down and sighed, so Rarity nuzzled him affectionately, "Cheer up, Spikey Wikey," she said sweetly, making Spike giggle, "There, that wasn't so hard, right?"

"Rarity," Spike began, looking up at her, "How do you do that?"

"Hm? Do what?" Rarity asked.

"Remain so confident? Twilight admitted that she was behind this, and so far nothing we've done has been able to save the Princess. How are you able to remain so optimistic?"

"Huh, I never really thought of that," Rarity said thoughtfully, "Truth is, there are a lot of times where I want to cry, but I don't."

"Wh, why not?" Spike asked now looking worried. That made Rarity smile a bit, thinking about how much he really cared.

"I guess that's because crying won't fix anything. Besides, right now Equestria is counting on us," Rarity stood up and stretched a bit, "I'm going to go for a walk before we try again. Think you could prepare the next set of spells?"

"Sure thing," Spike said nodding. Rarity smiled and walked out of the Princess' study.

Once outside of the castle, she stopped and looked down. Spike was trying hard to stay strong too. He was so young (in dragon years at least) yet the second he heard that she was in pain too, he instantly thought of her. Had he been older, he might actually be the perfect boyfriend. Hell, even now maybe.

But she wouldn't tell him that... yet.

* * *

><p>It had been a week since they restrained Twilight, and it seemed like everyone involved was feeling the weight of it. Applejack spent the most time at the library watching Twilight, who according to Applejack had become very quiet and withdrawn. Rainbow Dash stayed away from everypony except for Pinkie Pie, who seemed to have lost a bit of the pep in her step.<p>

With Spike and Rarity staying in Canterlot, poor Fluttershy was quite alone. She was used to being alone, but without her Saturday spa day with Rarity, the days seemed to wear on. She tried to go by herself once, but it just wasn't the same without her best friend there.

These days Fluttershy spent most of her time at Sweet Apple Acres, watching Big Macintosh work. Being a pegasus she could sit on clouds to watch him out of his line of sight. He worked so hard. Being the largest in the family, it was his job to plow the fields. Everyday he was outside pulling that large plow, and everyday Fluttershy was outside on this cloud watching him. It had become the highlight of her day.

Macintosh stopped and rested a bit. This was her chance, Fluttershy thought. All she had to do was go over to him and tell him how she felt. She jumped off the cloud and lightly landed a bit behind him. As she approached Macintosh, her heart began to race. It was becoming too much for her. Oh, how badly she wanted him to wrap those powerful forelegs around her and kiss her. And not one of those sweet pecks on the lips. No, she was talking about full blown KISSING.

She breathed in, and sighed. He smelled so nice, even after working so hard. She was trembling now. She couldn't take it. Screw telling him how she felt. She was going to throw herself on him, and let him take her right there. She didn't care who saw them! Truth was, she WANTED someone to see them! Yes, yes, YES! Here it was, her moment. Her chance. Good-bye good filly Fluttershy, and hello-"

"Oh, hey Fluttershy," Big Macintosh said turning to her suddenly, "Fancy runnin into you here."

Aaaannnnnnd just like that, it was gone, and the passionate beast from earlier clammed up INSTANTLY.

"H, h, hi, M, Macintosh..." Fluttershy whispered, despite how loud she was screaming on the inside.

"Were ya lookin for Applejack?" he asked, "Ah reckon she's at the library."

"Um... well..." she was at a lose for words. What could she say? No, I wasn't looking for Applejack. In fact, I was stalking you from the clouds like I do _every_ morning fantasizing about all the wonderful yet naughty things I want you to do to me. Yeah, she could _totally_ tell him that. Maybe then he wouldn't run away _too_ far from Ponyville.

"I, uh..." she tried again, "just... got... here..." she then n nodded brightly once she came up with an excuse, "Yeah, that's right. I was just passing by, and I saw you," she crouched down backing away from him, "But, you look _really_ busy, so I'll just talk to you later."

"Um, hang on a sec," Macintosh called out right when Fluttershy jumped up to fly away.

"YES?" she said suddenly turning to him with what she thought was the dumbest smile EVER.

"Uh, Ah went ta the Library the other day, but the sign said it was closed, and lately Applejack has been spendin a lot of her time there. Thing is, Ah reckon there's somthin she ain't tellin me. Do ya know what's goin on?"

Uh oh, Applejack didn't tell Big Macintosh about Twilight? Should she?

"Um, do you really want to know?" Fluttershy asked.

"Eeeyup," Macintosh said with a nod. Oh boy, this was a doozy. Was this supposed to be a secret? They never said anything about it, but was it okay for her to tell Macintosh about what happened to Twilight? He would freak out if he found out that Twilight was locked up in the basement, and that SHE helped.

"Well, Twilight's going through something right now, and she's away for a bit," Fluttershy stated, "Um, we're watching the library for her while she's... away..."

"Why didn't Applejack just say that?" Macintosh asked, clearly irritated.

"W, well, we're not trying to spread it around. Twilight is _really_ private, so we don't want to spread her business around."

"Ah see, okay then," Macintosh said with a nod, "Ah'll keep it a secret."

"Thanks," Fluttershy said smiling. She and Macintosh stood there for a long while, not saying anything. Celestia, _why_ did this stallion do this to her? He was so big, and strong, and so wise. He wanted to go to the _library_, for Pete's sake. He was everything she was looking for in a stallion, and more. A LOT more.

"Um, Fluttershy, you're gettin awfully close ta mah face," Macintosh said, snapping her out of her daze.

"Um, uh," Fluttershy stammered, "I was just..." once again, lost for words. What could she say to him? I was just getting lost in your big blue eyes imagining what a wonderful kisser you probably were. Yeah, that would go over well.

"I've gotta go!" Fluttershy cried out.

"Ya sure ya alright?" Big Macintosh asked her.

"Oh, yes, but I uh..." she then turned to the side suddenly, "What's that Angel?" she called out, "You're _hungry_? Mommy's coming _right now_! Sorry Mac, but duty calls," she said to a bewildered Macintosh before flying straight up and away.

Did he call after her? She didn't know nor listen. She just needed to get away. He _always_ drove her mad like that. She was perfectly sane when she wasn't with him. It wasn't until she was with him that she began to have those violent fantasies about them together. She was a good filly, right? So why did she want him so bad?

When she did get home, she fell down onto her couch and buried her face in a pillow. Angel hopped over to her and patted her on the back silently asking her what was wrong.

"I tried to tell him," Fluttershy said to Angel, "I was so close, I almost told him how I felt," Angel turned his head asking what happened, "But I lost it, right when I was about to open my mouth! I'm such a COWARD!" she began crying in the pillow now. Angel continued to pat her on the back trying to comfort her. It was sweet that he cared so much for her (especially when most of the time he was a brat) but right now there wasn't anything he could do for her. Normally the embrace of her animal friends was just what she needed.

But when she longed for the embrace of a certain stallion...

* * *

><p>Fluttershy found herself in a foggy environment. Wasn't she in her bed a few minutes ago. When did she...<p>

"Hello?" she called out, "Is anyone there?"

She heard something in the distance. It sounded like a mare moaning. Was she okay? Who was it?

Fluttershy ran forward, hoping to find whoever it was. She heard the moan again, but this time she heard it better. It was a moan of _pleasure._ Fluttershy was wide eyes, and she felt flushed. Was there someone having... doing... _that_... nearby? Maybe she shouldn't go forward.

_Don't you want to see?_

_I think you do..._

Huh? Was that voice... Fluttershy shook her head and decided to ignore whoever it was, but she stopped after what she heard next.

_Oh... Macintosh..._

Fluttershy instantly turned around when she heard that. Somepony was screwing HER stallion? Instantly she felt a rage unlike anything she felt before.

_That's right..._

_This very second, somepony is having their way with Big Macintosh..._

_You aren't going to let them get away with that..._

_Are you?_

She was on the brink of exploding. She immediately galloped forward. When she found that bitch who was taking her stallion...

She saw something in the distance. Two ponies on a bed... and it looked like they were...

One of them was Macintosh, definitely. But the mare she couldn't recognize. Was it a pegasus? Was it... Rainbow Dash? No, Big Macintosh wasn't her type. Besides, Dash's mane was shorter. So who in their right mind...

_Yes..._

_Oh yes..._

But she did know that voice. Who was it?

_This is what's going to happen if you don't take what you want..._

_Somepony will steal him from you..._

_Just like this..._

Fluttershy decided to approach them. She needed to catch them in the act. She needed to stop this before...

Wait... maybe this was best... I mean, what if Macintosh was happy? Then she shouldn't intrude...

_How much longer are you going to keep running away?_

_You know he's supposed to be with you, right?_

That's right, Fluttershy began to think. He _was_ hers, he just didn't know it yet. There was only one mare he was supposed to do that with, and that was HER. Fluttershy trotted over to the bed, grabbed the covers with her mouth, and pulled them free, hoping to see who it was, and got the shock of a lifetime.

It was her...

Fluttershy backed away in shock. It was definitely her, but something was off. The look in her eyes, and the things they were doing. That wasn't her!

"No, but it's how you want to be," a familiar voice said to her. Fluttershy looked around and saw the last pony she thought she'd see here. She saw _Twilight_!

"Tw, Twilight?" Fluttershy asked, "Why are you... how are you..."

"You've wanted him the moment you saw him. I mean, who can blame you," Twilight stood next to Fluttershy and looked at the scene play out with a sort of lustful expression in her eyes, "He _is_ the most handsome stallion in Ponyville. I hear he has a whole list of mares after his heart, among... other... things..."

"I'm... sure..." Fluttershy said, secretly loathing everypony she mentally saw eying him.

"But you're different," Twilight said turning to Fluttershy, "All they want is his fine, _fine_, body," Twilight said looking at him _again_, "But _you_, you want his heart, his soul, you want him to _love_ you, right?"

"Love... me..."

"You want him to hold you."

"Hold... me..."

"To kiss you."

"Kiss... me..."

"And make sweet love to you, right?"

It was too much for her to handle. Fluttershy wanted to cry out she wanted him so badly. They were perfect together. She knew it, she just wanted to him to know it too.

"It hurts, doesn't it?" Twilight asked, "You want him so much right now it hurts."

"Yes! YES!" Fluttershy cried out, now falling to the ground and crying, "I love him so much! I _need_ him to be mine!"

"Then why don't you take him?" Twilight asked, shocking Fluttershy a bit.

"Take him?"

"You were going to throw yourself at him, right? Then why don't you? He belongs to you, right?" Fluttershy nodded, "Then all you have to do is get him to realize that."

"I... can't!" Fluttershy cried.

"Why not?" Twilight asked, "You love him, they don't! They don't deserve him! Don't be ashamed of what you're feeling! Embrace it! He's still up, you know?"

"He... is?"

"In the barn, right now. If you hurry, you can still catch him."

How did she know this? Was she stalking Macintosh too? Fluttershy didn't care. Right now she only had one thing in mind. If he didn't love her before tonight, he would after this.

She's make him love her if she had too...

"Go! Get your stallion!" Twilight urged, "I'm rooting for you, Fluttershy."

The second she said that, Fluttershy instantly opened her eyes. She looked at the clock by her bed. Eleven, huh? She did go to bed early, and this wasn't too late for the Apple Family. Was she really about to do this? She thought about the number of horny mares after his body, and her rage built up to a boiling point. Soon, words of wisdom came to her. Something she heard last year, and although she didn't think his advice was good, this moment, Iron Will's mantras returned to her...

"You cut in line... I'll take what's mine!" she said getting up and running out of her house. She wasn't paying too much attention, but as she ran, she could have sworn she heard something.

Something that sounded a lot like laughter...

* * *

><p>Sure enough, when Fluttershy arrived back at Sweet Apple Acres, she saw the barn door open, and a light inside. She slowly approached the barn, and took a peek inside. There he was. The yolk usually on his neck was off, so Fluttershy saw his body even better than she usually would.<p>

Her heart began to race again, but this time she knew what she was going to do. Here in the barn was perfect. Sure she wouldn't have lost her virginity here (which would have made it much better) but she would her first truly magical experience here, in the barn, with her special stallion.

When Big Macintosh turned around, he did a double take. Was he that surprised to see her? If so he was going to be _really_ shocked by was came next.

"Fluttershy? What are you doing here?" Macintosh asked her.

"I would have thought _that_ much was obvious," Fluttershy said, silently shocking herself with how sure of herself she sounded. Yep, this was totally happening.

"Ah'm... not sure Ah follow," Big Macintosh said walking over to her, "Not that Ah'm not happy ta see you, it's just really late and-"

"Perfect for the surprise I have for you," Fluttershy finished for him.

"Um, surprise?" Macintosh asked.

"Mm hm," Fluttershy nodded sauntering over to him, "Something I've literally been _dying_ to give you."

"R, really?" Macintosh asked, apparently beginning to understand what she was talking about.

"That's right," she then ran over to him, jumped up and landed right on top of him knocking him to the ground, "It's _me_."

"Y, y, YOU?" Macintosh asked, his face suddenly turning a darker shade of red than usual.

"Take me!" Fluttershy begged, her breathing picking up, "Make me yours!"

"Huh?" he looked somewhat scared now, but that was just the shock of what she just said.

"I want you Macintosh, I _need_ you!" she got closer to him so she was practically lying down on top of him, "Please Macintosh, take me right here in the barn!"

"Fluttershy-"

"LOVE ME!" she begged, then pressing their lips together. She was doing it. They were kissing.

He was... resisting? He was struggling?

Macintosh pushed them apart and looked at her absolutely shocked, "Fluttershy! What's gotten into you?" he asked.

That was when she realized what she was doing. What happened to her four years ago... she was now doing to him. She was forcing herself onto him...

She was... _raping_ him...

Fluttershy backed away from him, shaking her head as thoughts of that day returned to her, and she realized what she was becoming.

"I... it wasn't..." she stammered, unable to think straight, "I was..."

Macintosh got up and slowly trotted over to her, "Fluttershy, Ah'm sorry. Ah didn't mean-"

"DON'T!" she screamed making Macintosh back away a bit, "Don't touch me!"

"Fl, Fluttershy..." Macintosh said softly.

"I'm sorry!" she said, now unable to hold in the tears, "I'm so sorry!"

She then flew away out of the barn. She knew that if she went back to her house, Macintosh would follow her, so instead she flew up to a cloud, where she could be alone with her tears. So she wouldn't have to face her past again.

And the one moment in her past she never told ANYONE about...

* * *

><p>Unknown to either one of them, someone saw the whole thing, and was now more sure than ever that something was up. She woke up when Applejack stormed into the house, and while she was starting to doze off again, the commotion coming from the barn got her attention.<p>

She didn't expect to see Miss Fluttershy like... that though...

"Somthin ain't right," Apple Bloom said walking back into her room, "'Tween Twilight's disappearance, Applejack bein in a weird mood, and now Miss Fluttershy is actin out?" Apple Bloom knew that moment that something was wrong.

And she was going to get to the bottom of it, one way or another.


	9. Chapter 9

**Sorry about how slow these chapters are coming out right now. Working as an intern at a theater. I'm hoping that the story is heating up and is still interesting.**

**Zecora is going to appear in this chapter, and truthfully, I have been dreading this moment. I can't write Zecora! But the chapter calls for her to appear, so I have no choice. I don't expect to do a perfect job, so bare with me on this, okay?**

Chapter 9: Apple Bloom Sees the Bigger Picture

That morning, Apple Bloom got up and went to the stage. She hadn't been here since she heard the news of Princess Celestia. For a long time she was wondering what really happened there. She was beginning to think that Twilight had something to do with it. The way she was acting before she disappeared, the fact that she was the last pony to see Princess Celestia, and right afterwards all of Twilight's friends were acting weird.

Fluttershy forced herself onto her brother, Rainbow Dash was avoiding everypony, Pinkie Pie stayed inside all day, Miss Rarity moved to Canterlot for some reason with Spike, and Applejack was suddenly in a bad mood all the time. This was getting silly to Apple Bloom, who now felt a strong desire to do... something.

She left the stage and walked back to her house. Right on time, she thought, seeing her big sister walk out of the house.

"Applejack!" Apple Bloom called out, running over to her sister.

Applejack sighed and turned to Apple Bloom, "What's up, Apple Bloom?"

"You goin ta the library 'gain?" Apple Bloom asked.

"Yeah," Applejack said, "Somepony's gotta look after it."

"But where's Twilight?" Apple Bloom asked, "She jus vanished out of thin air."

"She's... goin through somethin," Applejack said in a somewhat dismissive manner.

"Well, ya know, it _is_ a holiday now," Apple Bloom said, "Maybe we could hang out today?"

"Ah'm... sorry sis," Applejack said, "But Ah... can't."

"Aw, why not?" Apple Bloom whined, "Ah could go wit you ta the library, then we can-"

"No Apple Bloom," Applejack said quickly, stopping Apple Bloom instantly.

"Huh? But Applejack-"

"No means no. Ah'm sorry, but it jus... ain't a good time right now. Ah'll tell ya what's happenin when yer a little older, but Ah gotta go now," Applejack turned around, "Ah'll see ya at dinner tonight." and with that said, Applejack trotted off, leaving Apple Bloom feeling dejected, and confused.

"When Ah'm older?" Apple Bloom thought, "For Luna's sake, Ah'm already ten! Ah'm practically a teenager now!" she walked down the path towards the tree house and saw Scootaloo and Sweetie Belle walking by. They were laughing at something Scootaloo said.

That pissed Apple Bloom off in more ways than one. Not only did it look like they were forgetting about her, but it looked like they didn't even care about what was going on. What about Princess Celestia being turned to stone? How could anypony be thinking about having fun at a time like this?

Apple Bloom's next stop was to see Trixie. She hadn't spoken to Trixie in a while, so this was a good chance to see what she was doing (also, Trixie was one of two ponies she knew who treated her even remotely like an adult!).

When she arrived at her trailer though, something felt odd. The air around the trailer seemed heavy, and Apple Bloom felt a dark feeling, as if she would never feel happy again. She shook it off and knocked on the door.

"Um, Trixie? Are you in there?" Apple Bloom asked.

"Uh... yes! Just a second," she heard _some_pony say, but was it Trixie? She sounded a little, different.

The door opened, and Trixie was standing there with an odd smile, one that Apple Bloom sort of recognized, but couldn't put her hoof on in.

"Apple Bloom," Trixie said, "What a... nice... surprise. What brings you here?"

"Um, Ah was wonderin how you were doin," Apple Bloom said, "Ah mean, Ah heard that ya were hopin Twilight would teach ya, but then she vanished all of a sudden."

"Yeah, that was sad," Trixie said looking down, but Apple Bloom noticed that she didn't seem too upset or worried. It was almost as if she knew more than she was letting on.

And she still sounded weird! It was like hearing Trixie's voice, but somepony else was using it, and whoever it was, Apple Bloom knew them. But who was it?

"Are you okay?" Apple Bloom asked, "Ya seem kinda out of it, and ya don't sound right."

"It's nothing Apple Bloom," Trixie said with that same weird smile, "I'm just practicing some new spells, is all."

"Oh, so Twilight did decide to teach you!" Apple Bloom said, suddenly really happy.

Trixie twitched a bit before responding, "Y, yeah, that's... right..." she said.

"So have ya seen Twilight? She's not around anymore, and Ah think somethin's wrong. Mah sistur is acting all funny an spendin all of her time at the library."

"I, uh, no I'm afraid I haven't," Trixie said, but Apple Bloom was smarter than that.

"You _really_ haven't seen her?" Apple Bloom pressed.

"No, I haven't. She... just dropped off a few spell books and... that was that."

"That wus... that?" now Apple Bloom was REALLY suspicious.

"Yeah, that was that. Look, uh, I've gotta get back to my studies, so I'll talk to you later!" Trixie said running back into the trailer and closing the door.

Okay, so adding to everything else, now Trixie is being weird. What. Is. Going. ON? Why is everypony being so weird, Apple Bloom thought. She was now more confused than ever. Which meant only one pony could help her, though technically this wasn't a pony. She needed the second pony who treated her like an adult (sort of).

She needed... Zecora.

* * *

><p>The trip to Zecora's place seemed longer than usual, but that was because Apple Bloom was doing a lot of thinking. Lately she had been having really weird thoughts, and truth was, <em>that<em> was scaring her even more than the strangeness going on around her. The fact that she was really wanting to take the search for her Cutie Mark seriously, the fact she wasn't as... sad... as she thought she'd be at Scootaloo shunning her (she was more annoyed than anything), the irritation of seeing everypony acting like everything was okay when things clearly weren't...

And this weird feeling in her chest, like she almost wanted to cry, but didn't at the same time.

There it was, Zecora's hut. It wasn't too far into the Everfree Forest, but it was far enough where she didn't tell Granny Smith about her visits. Lately it had become more dangerous in the Everfree Forest, so Granny Smith didn't like Apple Bloom "playing" inside. She wasn't going to let that stop her from seeing Zecora though. Even if Apple Bloom didn't always understand _Zecora_, it seemed that Zecora _always_ understood her. She needed that feeling.

Like she filled in a gap in her life she didn't even know she had.

She approached the hut and knocked on the door, "A knock on my door, who could it be?" she heard from inside. A second later the door opened, revealing Zecora, "Why, it's Apple Bloom I see."

"Hi Zecora," Apple Bloom said, apparently sadder then she planned.

"Such a sigh... why Apple Bloom, what seems to be troubling you?" Zecora asked looking concerned.

"A lot, Zecora... a lot..." Apple Bloom said as Zecora escorted her inside. Apple Bloom wasted no time telling Zecora everything that was on her mind, starting with the day she left the Cutie Mark Crusaders, going into how everyone around her was acting weird, and ending with Twilight's disappearance coupled with how angry her sister had been.

"...and she won't tell me anythang," Apple Bloom said, "She jus tells me not ta worry 'bout it, sayin things like 'you'll understand when yer older'," Apple Bloom sighed, "An now Trixie's bein strange. Ah got this weird feelin when I went ta her trailer, an when Ah spoke ta her. It wus like she wasn't the same pony, like she wus possessed or somethin," Zecora nodded thoughtfully, "Ah don't know whut's goin on wit me, Zecora. Ah never felt this strongly 'bout anythang before in mah entire life. Everypony is jus walkin around like nothin is wrong. That wit Princess Celestia bein turned ta stone along wit Twilight's vanishin act-"

"You are thinking the same as me, that Twilight Sparkle is the key?" Zecora asked, surprising Apple Bloom.

"Ah, never really put much thought in it, but Ah guess so. She wus the last pony ta see her. Ah don't want ta think somethin's wrong, but maybe..."

"It seems, little one, to me, that you are showing signs of maturity," Zecora said with a smile.

"Maturity?" Apple Bloom asked, "As in, Ah'm growin up?"

"The thoughts running through your mind, are truly of the adult kind. Concerning the issue at hand, I fear greatly for this land," Zecora said getting up.

"So, Ah'm not jus bein paranoid?" Apple Bloom asked walking over to Zecora, who shook her head.

"An unrested spirit roams about, of this I have no doubt. Darkness is this monster's friend, and chaos is its desired end."

"That's..." Apple Bloom said looking down, "An you think that it has somethin ta do wit Twilight?"

"From the moment she walked through my door, I have always felt there was something more. A shadow pure and strong, I feared her consumption was not long," Zecora admitted.

"But whut does that have ta do wit..." Apple Bloom asked herself, then realizing what this meant. Twilight had everything to do with what happened to Princess Celestia, and Applejack knew everything. But then, what should _she_ do about it?

"Zecora, Ah have that weird feelin in mah chest 'gain," Apple Bloom said looking away, "Ah feel like Ah need ta do somethin, but..."

"I cannot tell you what path to take, that is a choice only you can make," Zecora said nuzzling Apple Bloom in a loving manner, "Follow your heart, for it is brave and true, surely it will guide you."

"Zecora..." Apple Bloom said looking at her friend. She still didn't know what she wanted or needed to do, but thankfully now she wasn't _as _confused, "Ah'm gonna take some time ta think things through a bit more. Thanks Zecora, Ah feel a lot better now."

"You can always turn to me, for you and I are family," Zecora said, touching Apple Bloom's heart so much, she almost burst into tears.

"Family..." she said, before giving Zecora a hug much like she would have given Applejack or Granny Smith. She then ran over to the door, took one last look at Zecora, before she galloped away, with renewed spirits. She didn't know what she was going to do, but she knew she had to do something. She did know one thing though...

The search for her Cutie Mark would have to wait...

"In the darkness, there is always light," Zecora said to herself, "and I feel hers shines especially bright. A hero will rise in this time of doom, and her name might just be... Apple Bloom."

* * *

><p>After she got back, she went back to the stage and decided to finish knew now that there was something important she had to do, but she wanted to make sure that she didn't have any regrets. It only took Apple Bloom three hours of work, before she was finished with the stage. She stepped back once she was done, and looked up at her work. It was probably the finest thing she ever made, and knowing that she made it herself felt pretty good.<p>

"You finished it?" Silver Spoon said approaching the stage as well.

"Even if Trixie ain't havin the show, Ah needed ta know that Ah finished it. That Ah c_ould_ finish it. Ah owed it ta mahself," Apple Bloom said, fully aware that Silver Spoon was looking at her flank. Judging by her silent sigh, it was still blank, but as weird as it was, Apple Bloom didn't care. Looking up at the stage she finished with her own hooves made Apple Bloom prouder than she ever felt.

"Silver Spoon," Apple Bloom said seriously, "Ah'm goin."

"G, going?" Silver Spoon asked, "Where?"

"Ah think... to Canterlot," Apple Bloom said, shocking Silver Spoon to no end.

"But why? Going there isn't going to help you get-"

"This ain't about mah Cutie Mark anymore!" Apple Bloom said turning to Silver Spoon, "Silver Spoon, somethin ain't right wit Ponyville. Ever since we got that report 'bout Princess Celestia, everythang's been strange. Last night, Ah... saw somethin that made me realize jus how serious this all is, and Ah think Ah'm supposed ta do somethin 'bout it. Ah'm goin, Silver Spoon, whether ya want me to or not!"

"I... understand..." Silver Spoon said, suddenly looking really serious, "Follow me," she said walking off. Apple Bloom shrugged, and followed her.

They walked to Rarity's Boutique, as strange as it was. Even stranger was the fact that Apple Bloom saw _Rarity_ inside.

"But Ah thought she moved ta Canterlot?" Apple Bloom asked.

"That's what I thought too," Silver Spoon said, "But yesterday, I heard my dad talking about something she was doing in Canterlot concerning the Princess."

"Yer dad?" Apple Bloom asked turning to Silver Spoon.

"My parents work in Canterlot a lot. You know how regular transit between Ponyville and Canterlot is shutdown, right?" Apple Bloom nodded, "Well, Miss Rarity came here on what I _think_ is a castle carriage, and it's still outside in the town square. You could stow away in the carriage, and you'll get to Canterlot in no time."

"And Ah'll be able ta get answers from Miss Rarity an Spike," Apple Bloom said. Rarity walked out of the shop and began making her way to the town square. Silver Spoon nodded to Apple Bloom, and the two friends made their way to the carriage.

It was a large carriage, complete with a luggage section. Thankfully there was room for Apple Bloom to fit in. Apple Bloom was about to go into the carriage, but Silver Spoon touched her shoulder.

"Apple Bloom," she said, "You do realize that Canterlot is a long way from Ponyville, right?"

"Yeah, Ah know," Apple Bloom said softly.

"So you know you won't be able to come right back home, right?" Silver Spoon asked.

"That's fine," Apple Bloom said, "cause Ah ain't comin back until Ah get the answers Ah need."

"So you really are leaving..." Silver Spoon said. Apple Bloom turned around and saw that she actually looked _sad_.

"Silver Spoon, are you... gonna... miss me?"

"Well, yeah," Silver Spoon said as if Apple Bloom asked the most obvious question, "You're the only filly my age I actually feel comfortable with. I hate Diamond Tiara, and thanks to her, every other foal in Ponyville hates my guts. Apple Bloom, you're my... my..."

She was tearing up, and Apple Bloom understood what she meant to say even before she finished it. Apple Bloom hugged Silver Spoon, "Thank you, Silver Spoon, fer bein mah friend."

"Thank _you_, Apple Bloom, for being my _first_ friend," Silver Spoon said. The carriage began to move a bit, "Go, Apple Bloom. I don't know what's really going on, but good luck," Apple Bloom nodded and jumped into the luggage section of the carriage, "And you _better_ come back," Silver Spoon demanded.

"Ah will," Apple Bloom said reaching out to touch Silver Spoon's hoof, "Ah promise!"

The carriage began to move, and their hooves separated. Eventually the carriage took to the sky, and Apple Bloom saw Silver Spoon get smaller and smaller. She stayed the whole time, watching Apple Bloom rise higher and higher in the clouds. Her heart was racing as she sat back into the carriage. There was no turning back now. She was going to Canterlot. In the back of her head she knew she would be in _a lot_ of trouble when she got back, but right now she couldn't think about that. She was a filly on a mission, and when you were on a mission like this, it was a lot easier to beg for forgiveness, than to ask for permission.

* * *

><p>The ride back to Canterlot was a long one. Rarity had hoped to run into one of her friends while she was there, but unfortunately no one was around. She did hear from Bon Bon though that Fluttershy seemed upset about something. She really wanted to catch up with Fluttershy and ask her what was wrong, but she said she was just going to pick up a few things from her shophouse and head back to Canterlot.

"I sure hope Fluttershy is alright," Rarity said to herself, "I hate knowing my best friend is upset." There were a lot of things about Fluttershy she didn't know, which was unusual for two mares who were that close. Fluttershy always seemed to cling to Rarity, always getting really upset if it seemed like Rarity was _ever_ displeased with her for anything. The thing was while Fluttershy said herself that they were best friends, whenever Rarity asked her about her foalhood, Fluttershy would quickly dodge the question. In the end, she knew next to nothing about her friend, which only made Rarity worry even more.

When they arrived in Canterlot, Spike was waiting for her (of course, Rarity thought sweetly).

"Did you get everything you needed?" Spike asked.

"Thankfully, yes," Rarity said jumping out of the carriage, "There was even an old spell book in my closet I had forgotten all about. Hopefully there's something in it that can help."

"Yeah, hopefully," Spike said looking down. Rarity knew what he was wondering, and she hated that she couldn't give him the answer he wanted.

"I'm sorry, Spike, but I didn't run into anyone, so I don't know anything about Twilight," she said sadly.

"It's okay," Spike said with a sigh, "Um, why don't you go inside and rest. I'll carry your bags."

"Thank you, Spike. That's really sweet," Rarity said nuzzling him. She then began making her way back into the castle. At the top she heard Spike cry out in shock at something, but she didn't look back. Knowing Spike, he was probably just shocked by some of the things Rarity brought back with her. To be young and innocent...

Rarity went into her room and fell down on her bed. Using so much magic at once made her more exhausted than ever. How did Twilight do it? No pony should have been able to use this much magic and still be standing.

There was a knock on her door, "Yes?" Rarity asked, not lifting up her head from her pillow.

"Um, I brought up your stuff," Spike said through the door.

"Great Spike," Rarity said, "You can come in. Just leave the bags by the bed, I'll upack in a bit."

Spike opened the door and walked in, "There's something else though," he said, sounding concerned for some reason.

"Whatever it is, can it wait for a few hours?" Rarity asked. She just wanted a bit of time to rest. Maybe catch up on her beauty sleep...

"I... don't think this can, actually," Spike said. Now Rarity was curious. She slowly looked up from her pillow and got the shock of her life. So much, that she screamed and actually fell back off the bed (not her most graceful moment).

"A, A, A, Apple Bloom!" Rarity cried out, stepping out from behind the bed where she fell. What was Applejack's little sister doing here?"

"Hi Miss Rarity," Apple Bloom said seriously.

"Pardon my french, little one, but WHAT IN THE NAME OF CELESTIA ARE YOU DOING HERE?-!" Rarity screamed, surprisingly Apple Bloom didn't wince.

"Ah'm here cause Ah want ta know whut's goin on!" Apple Bloom said, "Twilight's missin, Applejack's in a bad mood, Rainbow Dash is avoidin everypony, Pinkie Pie won't leave Sugar Cube Corner, Miss Fluttershy almost raped mah brother last night, and you and Spike are here in Canterlot! Somethin's goin down in Ponyville, and ya'll know what it is! In fact, Ah bet ya'll 're the center of it all, seein as how yer wearin that fancy gold necklace right now! Applejack's wearin hers too!"

"Hold on," Rarity said, still stuck on something Apple Bloom said, "What was that part about Fluttershy?"

"Ah saw it last night! Macintosh wus doin some last minute work in the barn, when Miss Fluttershy walked in and began actin all funny. She stopped and ran out of the barn, and neither one o' them's been right since."

"Fluttershy, why were you..." Rarity asked. She knew that Fluttershy was madly in love with Macintosh, but _that_ wasn't something she would do.

"Don't change the subject!" Apple Bloom demanded, shocking Rarity back into the moment, "Do you know whut's goin on? Whut happened ta Princess Celestia?"

"Apple Bloom, I don't think-"

Nuh uh, you are NOT goin ta play the age card on me!" Apple Bloom said walking up to Rarity, who was actually a little scared now, "Ah may not be as old as ya'll are, but that don't give none of ya'll the right ta keep me in the dark! Everypony is actin like everythang's fine, but Ah just got finished talkin ta Zecora, an she pretty much confirmed that Ah'm right! Ah wanna know the truth, RIGHT. NOW!"

This was complicated, Rarity thought. Apple Bloom was still a foal, but she did have a point. With everything going the way it was, Apple Bloom did have a right to know, especially since she wanted to know so bad. She surely didn't have the right to tell her not to worry (not when she _should_ worry) but Applejack would be furious once she found out where Apple Bloom was.

And worst of all, Rarity had no way of sending her home. Even _if_ she sent her home, she'd probably come right back. She had a habit of being rather impulsive and persistent. Just like another pony she knew...

Funny how Apple Bloom and Applejack were so alike.

"Applejack is going to kill me for this," Rarity said to herself, "But since I can't send you back to Ponyville right now, and I definitely don't have the right to tell you no after a speech like that," Rarity sighed, "I'm going to take a chance, and treat you like an adult here."

"R, really?" Apple Bloom asked, clearly shocked by Rarity's reply.

"But," Rarity said holding her hoof up, "I _expect_ you to act like an adult as I tell you the truth. I'm going to warn you, it's not pretty."

"Ah'm ready, Miss Rarity," Apple Bloom said seriously, "Ah won't cry or nothin."

Rarity had to hand it to Apple Bloom, she seemed rather mature right now for a filly at age ten who hadn't gotten her Cutie Mark yet. Rarity escorted to Apple Bloom to the main study, where she dropped the first bomb on Apple Bloom instantly.

* * *

><p>"Wait..." Apple Bloom said walking up to the Princess Celestia statue, "Ya mean <em>Twilight<em> did this?"

"It... appears so," Rarity explained, "I don't understand it either, but apparently she cast this spell sealing the Princess away. I've been here trying to undo the spell, but so far I haven't had any luck."

"Is this why Twilight disappeared?" Apple Bloom asked, "Did she... run away?"

"Oh no, not even. In fact, she's still in Ponyville this second."

"Where?" Apple Bloom asked eagerly.

"Well, a week after what happened here, Twilight called us all to her library, and she made a strange request. She asked us to, restrain her, ie, _chain_ her in the basement so she couldn't hurt anypony."

"Applejack has been goin to the Library so she could keep an eye on _her_," Apple Bloom said, surprising Rarity. If only Applejack could see how mature her little sister was being right now.

"Twilight was telling us that she was becoming something, some_one_ else," Rarity continued to explain, "At first I didn't know what was going on, and I didn't understand it, but I found this book next to the Princess," Rarity said using her magic to bring the book over to them, "I marked the page it was on, and well, it's disturbing what it says."

Apple Bloom read the first entry aloud slowly, "It's prophesied that on the last day of the twentieth millenium, the Queen of Darkness will be born. In her youth, she'll be a natural at all things magical. She will be a pony with a dark coat, and possess powers unlike any other. On the day she comes of age, she'll begin ta awaken to her true nature," suddenly her eyes got wider as a look of realization hit her face, "The darkness in her heart will consume her, and she will use her powers ta not only usurp the current rule of Equestria, but plunge the world in an eternal twilight," she looked up at Rarity, "Miss Rarity, Zecora mentioned feelin somethin dark off of Twilight when she met her. Do ya think this book is..."

"Twilight was born on December 31, 2000, the last day on the twentieth millennium in the old Equestrian calendar, which would mark this year actually at the year 20,000," Rarity stated, shocking Apple Bloom.

"Our world is _that_ old?" she asked.

"The new calendar only accounts for the centuries of Discord, Night Mare Moon, and Princess Celestia, but that's besides the point," Rarity said as Apple Bloom nodded in understanding, "The story mentions that she will be a pony with a dark coat, just like Twilight's purple coat."

"Ah always thought she stood out a bit..." Apple Bloom said to herself.

"She's a natural in magic, so much that her Cutie Mark represents magic in general, and I don't know a unicorn as powerful as Twilight. Speaking of her Cutie Mark," Rarity said turning the page, "Looking more into the story I found this," she pointed to the symbol of the Queen of Darkness, which Apple Bloom recognized instantly.

"That's... Twilight's..." Apple Bloom said.

"So at this point, I'm almost sure that the pony in this story is Twilight. As sad as it is, she might be waking up to her true nature."

"Ya mean ya think she really is this evil pony in the book?"

"Well, it's complicated," Rarity said sitting down on a pillow, "I don't think the Twilight I know is a fake persona or anything, but I'd be foolish to not put what that book says into consideration. As far as we know, this may be the real Twilight. Either way, she can't hurt anypony right now. What we need to focus on is waking up Princess Celestia."

"We?" Apple Bloom asked.

"Well, you _are_ here now, and I'd say you passed my little test," Rarity said, "Spike has been working so hard for me this past week, and I want him to get a break, so I was thinking of making you my personal assistant number 2, next to Spike as personal assistant number 1."

"You really want me ta help?" Apple Bloom asked. Truth was, she _didn't_, but after seeing how well she handled the news, it wouldn't make sense to just send her away. Besides, she _was_ stuck here for now. The least she could do was put her to work.

"Honestly, you haven't left me much of a choice. I _am_ going to have to tell your family where you are though," Apple Bloom looked down when she said that, "But I'll let them know that I'm taking care of you, and that I'll send you home when we've saved the Princess, alright?"

"Well, alright," Apple Bloom said, "Thanks fer treatin me like an adult, Miss Rarity."

"You're quite welcome. But enough of that "Miss Rarity" stuff. From this point onward, I want you to just call me Rarity, alright?"

"Yes Mi- uh, I mean, yes Rarity," Apple Bloom said with a smile, but then got serious, "But, there's one thing that's buggin me. Ya said that Twilight can't hurt nopony in that basement, right?"

"Yes, that's right."

"But if whut that book said is true, an if she _is_ the pony in that story, would chains really hold her?"

"Honestly Apple Bloom, I don't know," Rarity said looking out the window, "but I pray that they do."

* * *

><p>No one was in the library at the time, so no one heard the laughter coming from the basement, the laughter of someone who was happier than they had ever been. Louder, and louder, and louder, until the basement door swung open, and out walked Twilight Sparkle.<p>

"It's _finally_ time," she said, "My coming out party can finally begin," she began to laugh again. It was too much for her. She was finally strong enough to get out of that basement, which meant she was finally strong enough to exact her revenge.

She walked over to a framed picture of her with her "friends". She picked it up with her hooves, and took a good look at it, "And you're all invited. In fact, I'll invite all of Ponyville, and just make you, the guests of honor," she dropped the picture on the floor, and instantly made it burst into flames. She was afraid of this? What was she thinking? If she had known it felt this good, she would have embraced it long ago. But what's done is done, she thought. She had a late start, which meant she had a lot of work to do.

She went up to her room, and looked in the mirror at herself. First order of business, get herself cleaned up from being in the basement for a week, and make _good_ use of that present Rarity gave her.

After all, a _queen_ had to look her best... right?


	10. Chapter 10

**These are such important chapters, and their both done, I decided to give you these as a double feature. You can review both if you want (which would be awesome) or you can just wait until you read them both. I would really like it though if you gave me your opinion of both chapters.**

Chapter 10: Fade to Black

_Dear Applejack, Big Macintosh, and Granny Smith,_

_If you were wondering where Apple Bloom vanished to, don't worry. She's with me in Canterlot. Apparently she decided to stow away on my last trip to Ponyville when I came to pick up some... essentials..._

_Unfortunately Canterlot Castle can't spare any chariots, and since transit is closed until further notice, I have no means of sending her home. With your permission, I've decided to keep an eye on her while I'm staying at the castle. Perhaps letting her see some more of Equestria will be good for her._

_I'll send her back as soon as I can, but for now, she's in good hooves._

_Sincerely yours,_

_Rarity_

After reading Rarity's letter for the sixth time, Applejack got over her anger to _some_ degree. At least she wasn't just wondering around. If she was with Rarity, then it was fine. Besides, right now she needed to brace herself for her latest trip to the library.

For the past week, things had been really strange for Applejack. Unfortunately, she and Rainbow Dash still weren't talking, but Applejack understood. Rainbow Dash _was_ the Element of Loyalty, and it did seem like they were betraying Twilight a bit. Hopefully, this would all blow over, and they'd be able to release Twilight soon.

But every time Applejack thought that, she also began to remember when she confronted Twilight. She was really going to...

Applejack was at the front door of the Library. Ever since that first day when they chained Twilight, the atmosphere had gotten really dark. It had begun to weigh Applejack down, as she hadn't been as happy as she usually was. Twilight hadn't been really talkative either. Some days all she did was sleep, but when she was awake, she gave Applejack really dark looks all the time. When they did have conversations, Applejack did most of the talking, but it almost didn't seem like Twilight _wanted_ to talk to her. That was fine in Applejack's case. Truth was, it wasn't as fun talking to Twilight these days. Owlicious was better conversation, and _that_ was saying a lot.

Applejack took a deep breath and opened the door, "Good mornin, Owlicious," Applejack said closing the door behind her.

"Who..." Owlicious said.

"It's Applejack," she said, not realizing the trap she fell in yet.

"Who..."

"Ya know, Twilight's friend?"

"Who..."

"The one who runs the Apple Farm, remember?"

Owlicious turned to Applejack, "Who..."

Applejack face-hooved, realizing what she was doing. She forgot for a second that Owlicious couldn't talk, and "who..." was the sound that owls made. He remembered. Truth was, he probably enjoyed this game.

"Very funny, Owlicious," Applejack said walking over to his perch. She held up a foreleg letting Owlicious fly over to her and land on it, "As smart as ya are, yer a little prankster, aren't ya?"

"Who..." Owlicious said looking right at Applejack. She could have sworn there was a twinkle in his eyes.

Applejack shook her head and walked into the kitchen, "Yer not gonna believe it, but mah sister ran away off ta Canterlot," she said, taking Owlicious' turn of his head as him asking why, "Ah don't know," Applejack said, "She's always been a little head strong, but runnin away from home? That seems a little much. Ahh well, ya think it's just a faze?" Owlicious tucked his head down a bit ruffling his feathers, as if shrugging shoulders, "Heh, Ah guess ya wouldn't know. Anyway, how 'bout I get ya fed, huh?"

She reached for Owlicious' food, but saw that the box was opened. Funny, cause that was a new box...

"Huh, did Ah open that the other day?" Applejack asked herself taking the box in her mouth. She set it down and went over to get his dish, and saw that there was already food in it. Weird...

Okay, she thought, so you don't need to be fed. Maybe Fluttershy stopped by and fed him before she went off to... _wherever_ she went in the mornings.

"Coulda told me that Fluttershy fed ya," Applejack said to Owlicious, knowing full well that he really couldn't have. She then went back into the main study while Owlicious flew to his food dish and continued to eat.

In the main study though, Applejack noticed a few other things out of place. One of the pictures was missing... It was the picture of all six of them together. Applejack approached the shelf, and saw what looked like ashes.

"Owlicious," Applejack asked, "Did anypony come in here last night and mess wit the pictures?" no response, so Applejack just left it alone. She then looked around and saw that the whole Library looked a little neater. On the one table there used to be a bunch of random papers, but now they were all put away.

Someone _was_ in here...

She turned to the basement, about to check on Twilight, but then she saw something else that had her _really _scared. The basement door was open. Applejack slowly approached the basement, bracing herself for anything. But nothing could prepare herself for what she would see down there...

The basement was empty...

The shackles were still there, but Twilight _wasn't_!

"Hello, Applejack."

Applejack turned around instantly when she heard that voice. She then saw Twilight, slowly trotting down the steps. She was now once again wearing dark purple eye shadow, but she now looked like she was wearing mascara as well, and both her mane and tail were shimmering with what looked like stars. The final thing different about her were her eyes themselves. They weren't purple like normal. They were red, and menacing. She looked so beautiful, yet there was something really dark and chaotic about the air she was giving.

"Tw, Twilight," Applejack said, her heart racing. She had no idea what she was going to do. Was she still good? Or was she...

"Surprised to see me?" Twilight asked as she reached the bottom of the stairs.

"Uh... a little..." Applejack admitted, "Ah thought ya were still..."

"_Chained_? _Locked up_?" Twilight asked with heavy emphasis on those words. Celestia, she was scaring Applejack, "Oh, _no_ Applejack, I got out of there last night."

"Last night?" Applejack asked following Twilight with her head as she walked around.

"Uh, yeah. It was uncomfortable down there. I missed my bed, along with regular showers," she shuddered thinking about it, "I took about three of them before I went to bed, and two more this morning."

Applejack laughed awkwardly, trying to lighten the mood, but Twilight turned to her and glared at her.

"Is something funny, _Applejack_?" Twilight asked in a manner that showed a lot of anger, but _really _controlled.

"Uh, nope! Nothin at all!" Applejack said shaking her head quickly. This was the most terrifying thing she had ever dealt with.

Twilight narrowed her eyes before turning to the book shelf and picking out a book to read. Applejack needed to get out of here _fast_. She had a really bad feeling about this.

"So, Twilight..." she asked, "Ah'm guessin ya were the one who fed Owlicious?"

Twilight nodded, "You took good care of him," she said distantly. She was in her own little world now.

"Aw, thanks," she couldn't move AT. ALL, "Um, so, ya also did some clea-"

SLAM!

Twilight closed the book hard, shocking Applejack.

"Cut the bullshit, Applejack," Twilight said darkly.

"Um, scuse me?" Applejack asked.

"We all know what you're trying to ask," Twilight said now walking toward Applejack again, "You want to know how I got free, right? "How in the world did you escape, Twilight? I chained you up _so well_, you shouldn't have been able to escape..." right?" Twilight mocked, now right in Applejack's face.

"Well, when ya put it that way..."

"Those chains weren't a match for me," Twilight said, "After I built enough strength, I was able to break free. Nothing will EVER, keep me bound again."

"But Twilight, Ah thought-"

"DON'T. TALK!" Twilight shouted, stopping Applejack, "I don't care what happened a week ago, _Applejack_," Twilight continued, "All that matters to me is this moment, right here, right now. Today is the day I FINALLY get to put my plans into motion. Something I have wanted for a long time, and I need you to help me with that."

"R, really?" Applejack asked. This wasn't happening. This couldn't be happening. Twilight couldn't be...

"I need you..." Twilight narrowed her eyes, "to disappear."

"WHAT?" Applejack cried out.

"Good bye, Applejack... forever."

That moment, Twilight shoved Applejack down the steps. She fell all the way down into the basement, and heard a slam once she hit the bottom. Applejack weakly looked up and saw the door was closed. Before she could even think about getting up though, she closed her eyes and wept for the friend she lost.

"The Twilight Ah know... is gone..." Applejack said softly, "Fine... Ah see how it is..."

* * *

><p>A week after... <em>it<em> happened, and Pinkie Pie still refused to leave the house. Things were just too upsetting right now, and if she saw anypony, then she'd feel compelled to throw a party for someone. She had to have missed a birthday or two...

But she just didn't have it in her right now.

Dashie would be here soon though, she thought. She promised to be here around 10 to hang out. Thing about Rainbow Dash was when she made a promise to a friend, she kept it no matter what. That was true loyalty. That was Rainbow Dash.

She loved Rainbow Dash so much.

Thinking about Rainbow Dash made Pinkie Pie get happy again. She hopped around her room, thinking about the wonderful time they had together all the time. She stopped next to her dresser, where she saw a picture of her and Rainbow Dash together, laughing and playing. She couldn't help but giggle thinking about her best friend. She picked up the picture and fell onto her bed hugging it.

"Oh Dashie," Pinkie Pie said to herself, "I'm so glad I have you at least," she said to herself. _That_ was all the reason to smile in her eyes.

There was a knock on the door. That was either Mr. And Mrs. Cake, or it was Rainbow Dash. Bet it was Rainbow Dash. Pinkie Pie put the picture on her bed stand and rushed down to get the door. But when she opened it, her mind went blank. It wasn't the Cakes...

And it definitely wasn't Rainbow Dash...

* * *

><p>This was the WORST! She promised Pinkie Pie 10, but it was already ten minutes past and she was LATE! Being late was the worst thing for Rainbow Dash, mostly because, well, she was RAINBOW DASH, fastest pegasus in Equestria, period. To be late, and especially late to meet Pinkie Pie...<p>

She zoomed to Sugar Cube Corner as fast as she could, but stopped when she saw who she passed. It was Fluttershy, sitting on a cloud above Sweet Apple Acres, only she _wasn't_ looking down at the fields. In fact, she looked really upset.

Pinkie Pie is waiting for me, she thought, but Fluttershy looks like she needs a friend. _I'm_ a friend, but...

"Argh!" Rainbow Dash groaned before flying to Fluttershy, "Hey... Fluttershy. What's wrong?" she asked, hating these moments when she wanted to please two ponies, but could only pick one.

"It's nothing, Rainbow Dash," Fluttershy said harshly, as if she were about to cry, "Absolutely nothing!" aaaannnnnnd she was crying now. Celestia... why now? Why couldn't the Element of Loyalty belong to somepony _else_? Somepony NOT in a hurry right now?

"Fluttershy..." Rainbow Dash groaned, sitting on the cloud next to Fluttershy, "Come on, talk to me."

"I said it was nothing," Fluttershy sobbed, but Rainbow Dash shook her head.

"Yeah, next time, try saying that _without_ the tears, and I might believe you," Rainbow Dash stated, "Seriously, I've got time... sort of..." when Fluttershy looked up at Rainbow Dash sadly, Rainbow Dash had to be honest, "Okay, I'm actually in a hurry, but you can't expect me to rush off while my childhood friend is in tears, can you?"

"Oh, Rainbow Dash," Fluttershy said, now crying in her wing. Rainbow Dash looked away as that feeling crept in. The one that came with her knowing she needed to be caring, but didn't want to care so much, even if she did.

"So, what's up?" Rainbow Dash asked.

"I... made a fool of myself in front of Big Macintosh. He'll never want to talk to me again!"

"What?" Rainbow Dash asked, "No, I..." she was trying to sound convincing, but she _really_ didn't want to be here, "I'm sure Macintosh will talk to you."

"No he won't, he's afraid of me!"

"Afraid of you? Nonsense. Not even a fly is afraid of you," literally, Rainbow Dash thought. Once she saw Fluttershy let a fly out of her window.

"You don't understand! I was horrible. I don't even remember what I was doing, but I think I... forced myself onto him..."

"That's ridiculous," Rainbow Dash said, "You wouldn't-"

"Rainbow Dash, I'm serious!" Fluttershy said grabbing Rainbow Dash by the shoulders, "I was on top of him, and we were kissing, but he pushed me away! I was... I tried to..." she was trembling now. She was really upset about this. Fluttershy was known for being _super_, unrealistically sensitive about things, but this seemed really serious.

In fact, she seemed _traumatized_. But why? If her description is anything to go by, _she_ came onto Big Mac. Not the other way around.

"Excuse me, but I'm confused here. Are you saying you _raped_ him? Well, _tried_ to rape him at least?" Rainbow Dash asked.

"That's not me!" Fluttershy said to herself, "I'm not like that!"

"Not like what?" Rainbow Dash was getting frustrated, but more so worried. She had never seen Fluttershy _this_ upset about anything.

"He was the monster! I'm not like him! I'M NOT!" she screamed.

Who's "him", Rainbow Dash thought. Who was Fluttershy calling a monster?

"Fluttershy, what's-" Rainbow Dash was cut off by a scream. But how did she hear it? Was it in her head?

No, Fluttershy heard it too. She stopped sobbing and was looking around too.

All of a sudden, Rainbow Dash recognized the scream, and her heart fell into her stomach.

"PINKIE PIE!" she shouted, instantly flying off. Apparently Fluttershy flew after her, because when she reached Sugar Cube Corner, Fluttershy was there too.

The door was open, so Rainbow Dash let herself in. Inside was a mess. It looked like a fight went on in here.

"What in the world?" Rainbow Dash asked.

"Rainbow Dash, listen," Fluttershy said softly. Rainbow Dash stopped everything and closed her eyes to listen.

She heard crying. She heard Pinkie Pie crying. She sounded terrified.

Rainbow Dash was about to barge into her room, but Fluttershy grabbed her tail stopping her.

"Fluttershy!" Rainbow Dash shouted, but Fluttershy shushed her. She then slowly began to go up the stairs. Once Rainbow Dash understood what Fluttershy was doing, she followed after her in the same manner.

When they reached her room, they saw the door was closed, but they could hear Pinkie Pie inside.

"Please stop! Why are you doing this to me? STOP IT!"

Rainbow Dash was getting more and more upset. Someone was hurting Pinkie Pie, and she was going to make them pay. She looked at Fluttershy, who wiped her eyes again (still crying a bit apparently) and nodded. Rainbow Dash did a one to three count, and they both kicked the door open barging in.

"Let her go right now! You..." Rainbow was speechless from what she saw, as was Fluttershy.

They saw Pinkie Pie, her forelegs and back legs tied to the bed, crying and struggling to get free. They also saw her captor, lying on top of her in a dominating manner.

It was Twilight...

"Oh Rainbow Dash, glad you could come," Twilight said evilly as she straddled Pinkie Pie, "I got her all ready for you."

Rainbow Dash was so stunned she was speechless. She didn't know what to think. Her mind was seriously drawing a blank.

"Wh, wh, wh, wh," was all Rainbow Dash could force out.

"How did you..." Fluttershy began, but Twilight jumped off of Pinkie Pie and walked towards them.

"Simple, I broke out," Twilight said, "Let me tell you, it wasn't easy. I had to build up a lot of magical power before I could break those locks. But lets get back to Rainbow Dash here," Twilight said turning to Rainbow Dash, who couldn't take her eyes off of Pinkie Pie, "Here's what I want you to do. I want you to go over there and..." what she whispered in her ear Rainbow Dash would never forget.

"You want me to WHAT? No way! What I'm _going_ to do is go over there and untie her! Then, I'm going to knock some sense into you!" Rainbow Dash said trotting over to Pinkie Pie.

"Uh, uh, uh, I don't think you want to do that, Element of Loyalty," Twilight said, at the same time Fluttershy squealed. Rainbow Dash looked over to her and saw that black chains came out of the ground and wrapped themselves around Fluttershy and were holding her to the floor. At the same time, Twilight had a knife magically hovering over Fluttershy.

"NO!" Rainbow Dash shouted.

"Now, you have twenty seconds to start, or I'll kill Fluttershy right now! You don't want Fluttershy to die, do you?"

"You wouldn't dare!" Rainbow Dash challenged.

"Really?" Twilight then set the knife next to Fluttershy's side, and actually drew blood, making Fluttershy whimper in pain and fear.

"Stop! STOP IT!" Rainbow Dash shouted, now crying herself.

"Now you have ten seconds," Twilight said with an evil smile, "Nine, eight, seven..."

As she counted down, Rainbow Dash met eyes with Pinkie Pie. She looked so terrified right now. Rainbow Dash hated this so much, but she hated what she was about to do even more.

She trotted over to Pinkie Pie, got on the bed lying on top of her, and got close to her ear, "I am _so_ sorry about this," Rainbow Dash whispered as they both cried, "but she'll kill Fluttershy if I don't."

She then began the horrible deed, feeling herself die more and more on the inside as she heard Pinkie Pie's whimpers of sadness and fear.

* * *

><p>Fluttershy couldn't keep looking. She closed her eyes and turned away, wishing that her forelegs and front hooves were free so she could cover her ears as well.<p>

"Why are you doing this to us?" Fluttershy asked Twilight, "We're your friends..."

"WRONG!" Twilight shouted, "_You_ chained me up in the basement!"

"But you told us to!" Fluttershy cried, stopping when the knife flew in front of her face.

"But you showed no hesitation! Just like Rarity and Applejack! And those two," she said referring to Rainbow Dash and Pinkie Pie (the latter now sobbing loudly), "They just walked away! You left me in that room by myself to try and save the _Princess_!" she said in a high and mocking manner. "Don't worry, I already had my fun with you. Sadly I didn't get to see it in person, but just _knowing_ what you were doing to poor Macintosh was enough for me."

"Wait..." Fluttershy said as the realization hit her, "You did that... It was you!" she then stood up as best as she could with the chains weighing her down, "You made me-"

"Sorry sugar plum, but all _I_ did was push you in the right direction. _You _were the one who raped Macintosh," Twilight explained, shocking Fluttershy.

"But why would I... I'm not..."

"It's because you're twisted, that's why!" Twilight said with a laugh, "You put on the facade of someone sweet, timid, and caring, but inside is a naughty, dirty whore who only craves the demanding hold of a strong stallion. Just like how it was four years ago."

That made Fluttershy's heart stop. How did she know...

"I saw it, you know," Twilight said leaning into her, "That day, four years ago, you left your house at night-"

"No... no... no..." Fluttershy shook her head, she couldn't face it.

"And then _he_ showed up, threw you down onto the ground, and-"

"Stop it... please stop..."

"But the only thing was, you weren't just scared. In fact, you partially _enjoyed _it. A stallion forcing himself onto you, having his way with you-"

"No... no! NO!"

"You unable to do anything to stop him. Even right now, you wish it were you and Macintosh over there, and not Pinkie Pie and Rainbow Dash."

Fluttershy took a small peek, and for a split second, she saw herself lying on the bed tied up, and Big Macintosh on top of her, and her heart fluttered...

"NO! THAT'S NOT ME! IT'S NOT!" Fluttershy cried, "IT'S A LIE!"

At that moment, someone jumped in and kicked Twilight down onto the ground. Instantly the chains around Fluttershy disappeared. She looked up and saw Applejack run in.

"Ah'll take her on! Rainbow Dash, get Fluttershy and Pinkie Pie outta here and meet up wit me!" Applejack commanded. Rainbow Dash nodded and began undoing the ropes binding Pinkie Pie while Applejack jumped on top of Twilight and the two mares began fighting each other violently.

"Fluttershy, help me!" Rainbow Dash shouted. It took a second to register what happened, but Fluttershy was able to get up and help Rainbow Dash untie Pinkie Pie. After she was free, Fluttershy took one last look at the two mares fighting each other.

"This is... This isn't right!" Fluttershy sobbed before running out of Sugar Cube Corner.

* * *

><p>(Cue Heartful Cry: Persona 3 FES)<p>

Twilight pushed Applejack off of her and stood up, "So ironic," she said, "Not counting my strange moment with Pinkie Pie, you were the first one who reached out to me."

"Yeah, funny how things work out, ain't it?" Applejack said.

"It started with us, and it's going to end with us! Say good bye, Applejack!"

Applejack and Twilight rushed toward each other and a ferocious fight began. For a few minutes they just wrestled in Pinkie Pie's room, eventually Applejack kicked Twilight out of the room and into the hall. Twilight tried to get up, But Applejack jumped on top of her and grabbed her horn.

It felt like she was trying to pull it off. Twilight got really angry and kicked Applejack off of her. She then pushed her off the side through the banister, making Applejack hit the floor HARD.

Applejack slowly tried to get up. As she did, she saw Twilight walking down the stairs glaring at her. Applejack ran over to Twilight and the two mares continued wrestling each other.

Mr. and Mrs. Cake apparently came in the back way, because the two fighting mares heard a scream that caught their attention. They looked and saw the Cakes and their foals standing there in shock.

"Get outta here!" Applejack shouted, "It ain't safe!"

Twilight pushed Applejack off of her and got up walking to the Cakes.

"Mr. And Mrs. Cake," Twilight said, "So nice to see you again."

"Wh, what's going on in here?" Mr. Cake asked, "Why are you and Applejack-"

Twilight pointed her horn at him, stopping him instantly.

"For the same reason I might just kill the two of you. Don't worry though, I'll take good care of the kids," she said with an evil smile.

"Don't!" Pinkie Pie cried out running in front of the Cakes. She then stood on her hind legs and held her hooves out defending them, "Please Twilight, leave them alone!"

"Aw, how sweet. You want to defend your new family," Twilight shot a magical blast at Pinkie Pie knocking her back into a wall.

"PINKIE!" the Cakes cried out. Rainbow Dash and Fluttershy rushed over to her.

"Too bad your merely an Earth Pony," Twilight said, "Sure, you're naturally stronger than I am physically, but who needs physical strength when you have magic?"

"Get... outta here... PLEASE!" Applejack urged the Cakes, "Get outta Ponyville, an don't look back fer nothin!" The Cakes were looking at the whole situation, obviously confused as hell, "GO!"

That snapped them out of it, and the Cakes ran off. Applejack forced herself up and began walking up behind Twilight.

"I see you over there, you know," Twilight said, "You're not clever."

"Why are you doing all of this, Twilight?" Rainbow Dash asked, "This isn't you!"

"WRONG _AGAIN_!" Twilight shouted, "This _is_ the real me! I've never felt more alive in my entire life!"

"Hurtin yer "friends", threatenin the lives of the Cakes, this is the real you? What's the point of any of this? Revenge?" Applejack asked.

"Not. Even," Twilight said, "This is only the first part. You see, I'm nowhere NEAR as strong as I need to be, and yet none of you are a match for me! I've broken all of you without even trying. The Elements of Harmony can't stop me."

"Wanna bet?" Applejack asked, powering up the Element of Honesty. At the same time, Rainbow Dash and Fluttershy (Pinkie Pie was still out) charged up the Elements of Loyalty and Kindness. They shot beams of light at Twilight, but the beams stopped as if hit by a barrier.

"First of all, you only have Honesty, Loyalty, and Kindness," Twilight taunted, "And second of all, how can you expect to beat me..." a light came down over Twilight, and the Tiara of Magic appeared on her head, "When the strongest Element is in my possession?"

"No!" Rainbow Dash shouted.

"She still has the Element of Magic!" Fluttershy exclaimed.

"It's time!" Twilight exclaimed, "Get me out of here!"

All of the doors and windows slammed shut at that instant. Rainbow Dash flew to a window and tried to open it, but it wouldn't budge.

"What the hell?" Rainbow Dash shouted.

"The door won't open either!" Applejack cried out.

"Good bye, Elements of Harmony!" Twilight said before disappearing out of the house.

All of a sudden, Applejack smelled smoke. She looked around and saw a fire starting in the kitchen.

Twilight set Sugar Cube Corner on fire!

"Fluttershy, help me with the door!" Applejack commanded. The two of them then took turns tackling the door trying to get it open. At the same time, Rainbow Dash tried kicking windows open, but neither one of these endeavors were of any avail.

The fire picked up, and the three friends gathered around in a tight circle around Pinkie Pie.

"This can't be happening!" Fluttershy cried, "I don't want to die!"

"I can't believe it!" Rainbow Dash said looking down, "Why Twilight? WHY?"

"That ain't our friend anymore!" Applejack stated, "All that is... is the blackest shadow!"

Applejack looked down accepting their fate, listening to Rainbow Dash attempt to wake up Pinkie Pie, and Fluttershy cry and whimper in sadness and fear.

Outside of Ponyville, Twilight watched as Sugar Cube Corner burned to the ground.

"You did a good job with that teleportation spell," Twilight said turning to the pony who rescued her, "I had to use all of my power sealing them inside."

"Was that okay?" Trixie said walking forward, "I mean, I don't like what they did to you, but did they have to die?"

"They did. So does anyone else who stands in my way," Twilight said walking off a bit, "It's time for me to put my plans into motion."

"Your plans?" Trixie asked, "What plans?"

"Plans for Ponyville, and for all of Equestria. For that though, I need soldiers. Once I've gotten better at Necromancy, I can raise my soldiers from the dead, but until then I need ponies with like minds," she then looked down the road and saw two young fillies walking down the road.

Trixie watched as Twilight walked over to the two fillies and spoke to them. It looked like they knew her, because the unicorn actually went over and hugged her. What was Twilight doing?

A few minutes later, she trotted back over to Trixie, with the two fillies following her.

"Trixie, this is Sweetie Belle, and Scootaloo," Twilight introduced, "We're going on a little trip, and I was hoping that you'd be willing to join us."

"Twilight-" Twilight got real close to Trixie so she could speak in her ear.

"I need you, Trixie," Twilight almost cooed in her ear, "A powerful queen needs someone equally strong at their right hoof. Be my vassal, Trixie. And together, we can rule all of Equestria."

"But I don't know if-"

"I'll teach you everything I know. You'll be the just as powerful as I am, if not stronger."

That hit Trixie hard. Did this mean that if she agreed to work with Twilight, she could be her disciple? But that meant...

"Twilight told us that she could show us something cool," Sweetie Belle said, "and that you might be coming with us."

"You look cool," Scootaloo stated, "Why don't you come with us? Please?"

These two fillies didn't know what was really going on, did they? Should she play a part in possibly ruining their lives?

"What's going to be Trixie?" Twilight asked her, "Are you with us, or against us?" Trixie could have sworn Twilight was slightly glaring at her. Trixie thought really hard about the decision she was about to make, until she closed her eyes and took a deep breath.

She made her choice...

* * *

><p>Apple Bloom had the worst feeling just now. As if the worst thing that could have happened just happened. She walked around Canterlot Castle, trying to ease the discomfort in her stomach, but that did nothing. She was just so restless.<p>

She passed by Spike and Rarity as the just left the Princess' study. Neither one of them looked happy.

"Ah'm guessin ya'll haven't had much luck?" Apple Bloom asked.

"None at all," Rarity said with a sigh. She then looked away with a funny expression.

"Rarity, are ya alright?" Apple Bloom asked.

"Well, I just have this feeling," Rarity said, "As if something really bad is about to happen, or it already did."

"You're not the only one," Spike said nervously, "I couldn't even finish my Frosted Quarts this morning, and that's my favorite cereal."

"So, ya'll feel it too, huh?" Apple Bloom asked them, getting nods from both of them.

"And here I thought I could surprise all of you," a voice said from down the hall. They all turned and saw Twilight approaching them.

"Twilight!" Rarity exclaimed, immediately standing in front of Apple Bloom and Spike.

"That's not going to do you much good, Rarity," Twilight said, "Seeing as how I didn't come here alone."

"Really? Who did you-" she was instantly shot in the back by a blast of magic, and fell to the ground.

"RARITY!" Apple Bloom and Spike cried out at the same time.

"Don't move!" a second voice called out, one that Apple Bloom recognized. She slowly turned around and saw Trixie standing there with her horn pointed forward.

"Trixie? Why are _you_ here?" Apple Bloom asked.

"Isn't it obvious, foal," Twilight said, "She's here to help me."

"Wh, what in the world is going on?" Rarity asked struggling to get up.

"Today is the day of my coronation ceremony," Twilight said, "And congratulations, you three get a front row seat." Twilight's laugh afterwards was sinister and so unlike her. Apple Bloom huddled up next to Rarity, scared for all three of them...

But mostly worried about her sister...

If Twilight was here...

Then where was...


	11. Chapter 11

**Part two of double feature.**

Chapter 11: Neo Canterlotian Empire

Twilight called all the guards and Princess Luna into the throne room. When they all arrived they saw Twilight Sparkle sitting in Celestia's seat, Trixie standing at her side, and Rarity, Apple Bloom, and Spike huddled together in front of them. Rarity was still struggling to get up.

"Twilight Sparkle, what is the meaning of this?" Luna asked, "Your aura is so dark, and you're sitting in my sister's seat."

"That's because soon, this is going to be my seat," Twilight said darkly.

"What?" Luna asked stepping back.

"I, Twilight Sparkle, hereby decree that from this day forward, I am your ruler. The age of Celestia is long past."

"You can't overthrow Princess Celestia," Rarity said standing up, "The sun only responds to her and Luna."

"That will soon change," Twilight stated, "But I only need the sun for a little while, and Luna's power will be enough to get what I desire."

"M, my power?" Luna exclaimed.

"I want a world fitting for my name. A world of constant twilight," Twilight explained, "Neither light nor dark, but in between."

"An whut do ya plan ta do once ya get this world of neither light nor darkness?" Apple Bloom asked stepping forward.

"Well, without the Elements of Harmony, I can do whatever I want," Twilight said, scaring everyone in the room besides Trixie.

"W, without the Elements of Harmony?" Apple Bloom asked.

"What did you do? Where are our friends?" Rarity asked, sounding on the verge of tears.

"With any luck, six feet under," Twilight said simply, which made Rarity cry out in grief.

"No... NO!" Rarity cried. Apple Bloom stepped back in shock as well. Applejack couldn't be dead... she couldn't...

"Twilight, you didn't..." Spike said walking forward, "Please tell me that your just kidding."

"You're not innocent either, Spike," Twilight said, scaring Spike.

"Huh? What did I do?" Spike asked.

"You sided with them instead of me!" Twilight said harshly, "I wanted us to be together, Spike! You were my number one assistant! But _no_, you ran off with your _girlfriend_ over there abandoning me!"

"No Twilight, I was only doing what you-"

"You told me that you would always be there to wake me up if I needed you! Well, I needed you, but you weren't there!" Twilight shouted. Spike walked back and looked down in sadness. This is so wrong, Apple Bloom thought. Why was this happening?

"I have heard enough!" Luna said, "Guards, arrest this monster on grounds of treason!"

The guards all rushed forward. Trixie was about to act, but Twilight held her foreleg out and shook her head. Twilight's horn then began to glow a dark red.

"ARCANE SHIELD!" she called out. The guards were stopped by something invisible. Luna looked shocked.

"What?" Luna exclaimed.

"You are no match for me," Twilight stated, "Celestia wasn't a match for my might, so what made you think that you would be?"

"Your... might?" Luna asked, as if a sense of realization hit her HARD.

"Who do you think petrified that mare in the first place? Hm... I might make her a mantle piece in front of the castle."

"You... YOU!" Luna cried out, "I'LL NEVER FORGIVE YOU!" Luna flew up in the air, "Worry not, sister, I'll avenge you!" Luna then charged down toward Twilight, who strangely didn't look scared in the slightest.

"Fine, I guess I'll just to put you in your place as well," Twilight said with a sigh. She then thrust her horn up meeting Luna's horn, and threw Luna to the side. Luna got up, and took to the skies again, this time her wings glowing.

"STAR SHOWER!" Luna shouted, flapping her wings and sending bright stars down on top of Twilight.

"ARCANE SHIELD!" Twilight shouted. The spell defended her, and then sent the stars back at Luna. The attack caught Luna off guard and she was knocked out of the sky, "Why don't you stay down there for while," Twilight said, making her horn glow again. This time though, chains came out of the ground and wrapped themselves around Luna's forelegs and back legs, her waists, neck, and her wings, and pulled them to her onto the floor. Luna struggled to get free, but Apple Bloom knew that there was no point in her trying to fight. Those chains looked unbreakable, and even though Luna wasn't as strong as Celestia, she was _still_ a goddess. If she couldn't get free...

Twilight slowly walked over to Luna, her horn glowing, and she was smiling evilly, "Now, have you learned your lesson, Luna?" at the same time as she asked that, a red star appeared on Twilight's left pupil.

"Y, y, yes my queen..." Luna said softly, her eyes now glazed over.

"You surrender all of Canterlot to me then?" Twilight asked in a sweet voice.

"Yes..." Luna said, which shocked all the guards, and horrified Apple Bloom. Judging by the expression on Rarity and Spike's face, they were feeling the same way.

"Excellent!" Twilight said walking up to the guards, "Now, you will all obey me!" that weird star appeared again, and the guards all had glazed over looks in their eyes just like Luna.

"ALL HAIL QUEEN TWILIGHT! ALL HAIL QUEEN TWILIGHT!" they all shouted.

"I now declare, that we shall be called the Neo Canterlotian Empire! All of Equestria will bow to US!" Twilight proclaimed, followed by all the guards cheering. Apple Bloom looked at Rarity and Spike. Rarity was crying, and Spike was trying to comfort her. When she looked at Trixie though, she looked mesmerized. Why Trixie, why?

"Rarity," Twilight said trotting over to her, "I see you weren't affected. I guess the Element of Generosity protects your mind from me."

"So what's next?" Rarity asked through her tears, "Are you going to kill me like you killed the others?"

"Oh heavens no!" Twilight said, "I want you to live, so you can see the new world I'm going to create," Rarity broke down again and Twilight held her head up, "Aw, don't cry. You'll be safe here."

"I don't know what you are," Rarity said glaring at Twilight, "But you are NOT my friend Twilight Sparkle!"

Twilight's expression got really dark, "That hurt, Rarity. That hurt a lot," Twilight said darkly, "Guards, lock Spike and Rarity up in the dungeon!"

"What about the filly?" one of the guards asked, pointing his horn at Apple Bloom.

"Take her to the labs upstairs with the other two. I can use her for my experiment as well," Twilight said. The guards pulled Apple Bloom from Rarity.

"RARITY!" Apple Bloom cried out.

"Be strong Apple Bloom," Rarity commanded, "Remember, like an adult!" even still, it looked like Rarity was holding back tears.

Like an adult, that's what Rarity said. She promised Rarity that she wasn't going to cry, and that meant even in this situation. Apple Bloom was scared, and she did want to cry, but she was going to prove to Applejack that she was an adult.

* * *

><p>"What sort of experiment are you going to do?" Trixie asked walking over to Twilight after everyone left, "We're not going to hurt those three, are we?"<p>

"Of course not, Trixie," Twilight said, "We just need three fillies around the same age who don't have their Cutie Marks yet."

"But why?" Trixie asked.

"You'll see in a few minutes. Come on," Twilight commanded. Trixie looked down and trotted after her teacher, anxious to see what sort of experiment she was about to witness.

* * *

><p><em>My little ponies...<em>

_The Elements of Harmony have continued to protect you..._

_And keep me tethered to this world..._

_Unfortunately my abilities are limited..._

_I cannot guide you this time..._

_Please..._

_Save Equestria..._

_And rescue... my..._

Applejack woke up with a start. She was outside, lying on a stretcher.

"Good, you're alive," the fire fighting pony said, "We thought you were dead."

"Wh, what happened?" Applejack asked.

"We found you and your friends in the rubble. Everyone else is already up."

"Wh, what?" she looked around to find Rainbow Dash and Pinkie Pie in the distance. They both had their heads hanging, and Rainbow Dash was patting Pinkie Pie's back. Strangely though, Applejack didn't see Fluttershy.

"Where's Fluttershy?" Applejack asked.

"She was the first one to wake up," another fire fighter said, "She flew off the second she woke up."

"Ah see," Applejack said getting up. She put her hat on and then walked over to Rainbow Dash.

"I'm sorry Pinkie Pie," she heard Rainbow Dash say, "I hated doing that to you, but Twilight, she..." Rainbow Dash broke down a bit, but Pinkie Pie didn't budge, "Please Pinkie Pie, smile, laugh, crack a joke, say something silly, just please," Rainbow Dash begged, now bursting into tears.

"Rainbow Dash," Applejack said seriously to catch her attention. Rainbow Dash turned to Applejack and tried to compose herself.

"I'll be back Pinkie Pie," Rainbow Dash spoke in her ear, "I promise." Rainbow Dash and Applejack walked off a bit to speak privately while still keeping an eye on Pinkie Pie.

"What in tarnation happened in Sugar Cube Corner?" Applejack asked. Rainbow Dash shuddered and looked away.

"Fluttershy and I stormed in, and we saw Pinkie Pie tied to the bed," Rainbow Dash explained, "Twilight captured Fluttershy and held a knife to her, and told me that she was going to kill her unless I..." she could barely finish, but Applejack knew what happened.

"It's alright, Dash," Applejack said, "Ah know ya didn't mean ta do that ta Pinkie Pie. Ya were in an impossible situation. Ah'm jus glad that Ah got there when Ah did."

"But poor Pinkie Pie..." Rainbow Dash said, looking at Pinkie Pie again. Even Applejack had to say, she had never looked so forlorn. Her mane was even beginning to straighten out. That was bad.

"Do ya know where Fluttershy went?" Applejack asked.

"Unfortunately no," Rainbow Dash said, "She was gone by the time I woke up. I would go search for her, but I need to stay with Pinkie Pie."

"Ah understand," Applejack said, "Look, Ah'm gonna start making mah way ta Canterlot."

"Canterlot?" Rainbow Dash asked, "You do know how far that is, right? How are you going to get there?"

"Ah don't know, alright?" Applejack shouted, "But Ah gotta get there, even if it's on foot. Rainbow Dash, mah sister is over there, and Ah got a horrible feelin that Twilight went there as well."

"What are you going to do when yo find her," Rainbow Dash asked. Applejack couldn't answer that outright, so she let her silence speak for her, "Applejack! What are you going to-"

"What Ah need ta do!" Applejack stated, "Rainbow, that... _pony_... isn't Twilight! She ain't _our_ Twilight! Ah didn't want ta believe it, but Twilight as we knew her is dead!"

"I DON'T believe that!" Rainbow Dash exclaimed, "There has to be a logical explanation for why she's doing this? One week she was fine, and the next week she's-"

"Forcing ya ta rape Pinkie Pie!" Applejack argued, "Ah hate it as much as you, okay? But Ah ain't gonna put Equestria in danger on the _chance_ that mah friend might have a chance!"

And I'm not going to kill _my_ friend when there might BE that chance!" Rainbow Dash retaliated, "I already had to hurt _one_ friend, I'm not about to kill another! If you want to go that route, then that's a road you travel on your own!"

Applejack knew that they would reach this point, but it still hurt. As arrogant and full of herself as Rainbow Dash was, she wasn't Element of Loyalty for nothing. As the Element of Honesty, Applejack had to speak her mind, but she knew that Rainbow Dash was being honest as well. As angry as she was at Rainbow Dash for refusing to fight, she couldn't be too mad at her for staying true to her Element.

"If that's how ya want it, fine. Ah'll go ta Canterlot on mah own, but Ah need ya ta find Fluttershy fer me, jus in case Ah need help."

Rainbow Dash looked down seriously, "I'm not going to force her to do anything she doesn't want to do, so if she doesn't want to fight..."

"Ah get it," Applejack said, "Ah jus need ta get mah sister, and make sure Rarity and Spike 're safe."

"Look... good luck, okay?" Rainbow Dash said, "I hate that your going to fight Twilight, but... you know..."

"Right," Applejack said. She turned around and began making her way to her house to pack a few things before she began her journey to Canterlot.

* * *

><p>Rainbow Dash flew back over to Pinkie Pie, who still looked really shook up.<p>

"Sorry about that," Rainbow Dash said landing next to Pinkie Pie, "Applejack is going to Canterlot to... save her sister..."

"You mean fight Twilight... right?" Pinkie Pie said softly. Celestia, Rainbow Dash was beginning to like it better when she was silent. At least then she didn't hear her normally loud and cheerful friend sound on the verge of tears.

"Y, yeah... that's one of the things she wants to do..."

"You should have gone with her..."

"Huh?" Rainbow Dash said in shock. Pinkie Pie walked away instead of repeat herself, but she didn't need to. But why did she want Rainbow Dash to go with Applejack? Didn't she know that Applejack was going to kill Twilight? Why would she be a part of that?

How _could_ she be a part of that?

* * *

><p>Apple Bloom was thrown onto a magical circle of some sort. She looked around and saw that she was in a big laboratory of some sort. Twilight was pacing back and forth with a book floating in front of her. On the cover was "The Secrets of Chronomancy". What was that?<p>

"Whut are ya plannin ta do ta me?" Apple Bloom asked, but got no answer, "HEY! Ah'm talkin ta you!" Apple Bloom tried to rush towards Twilight, but was stopped by a barrier.

A second later, Trixie walked back into the room, "Twilight, I brought the fillies," she said.

"Excellent," Twilight said distantly, "The barrier is one way, so they can walk in."

Trixie bowed, and escorted the LAST two ponies Apple Bloom expected to see.

"Sweetie Belle! Scootaloo!" Apple Bloom cried out.

"Apple Bloom!" Sweetie Belle exclaimed running over to the surprised earth pony and hugging her (unknowingly trapping herself in the barrier too... damn it Sweetie Belle!).

"What is she doing here?" Scootaloo asked harshly.

"Now now," Twilight said, "She's a part of this experiment too. Please step into the barrier and play nice, okay?"

She had the audacity to sound motherly! Scootaloo shrugged and willingly stepped into the barrier. Okay, something is up here, Apple Bloom thought.

"Why are you two here?" Apple Bloom asked.

"Twilight said she was going to show us something really cool," Sweetie Belle said, "She said that she needed our help though."

"Yeah, so we decided to be a _true_ friend and help her," Scootaloo spat.

"Celestia, are ya still on that? That was almost a month ago!" Apple Bloom shouted, "And fer yer information, Twilight's tryin ta take over Equestria! As far as we know, she might be tryin ta turn us into monsters!"

"Please, would you listen to yourself?" Scootaloo asked, "Turn us into monsters? Not likely."

"Besides, Twilight doesn't want to take over Equestria," Sweetie Belle said, "She's a nice pony."

"Sweetie Belle, yer sistur is in the dungeons right now wit Spike!" Apple Bloom stated.

"Apple Bloom, that's not funny," Sweetie Belle said with a frown.

"Sweetie Belle, why on EARTH would Ah lie ta you about this?" Apple Bloom asked, "Scootaloo, we gotta get outta here!"

"I'm not going anywhere with you," Scootaloo said simply turning away. This was getting REALLY frustrating, and Apple Bloom stomped over to Scootaloo.

"Look, Ah know ya don't like me right now, and honestly, Ah'm not mighty fond of _you_ right now either, but this is serious! Twilight is going to do somethin real twisted ta us if we don't get outta here NOW!"

"Aaaaannnnnd done!" Twilight said closing her book, catching everyone's attention, "It's time. Now, I need you three to stay perfectly still. I warn you, this is going to be somewhat painful, but I assure you that this going to be really cool, and I can even grant you your hearts desire."

"Our heart's desire?" Scootaloo asked.

"What if I told you that I could get you three your Cutie Marks right now?" Twilight asked, making Apple Bloom snort in defiance.

"Ah tried that, remember?" Apple Bloom said, "Zecora told me that the only thing that gets a pony their Cutie Mark is time and hard work."

"Well I thought that too, until I learned two spells that will help you get your Cutie Marks right this second."

"Really?" Sweetie Belle asked walking forward.

"I'm listening," Scootaloo stated. Apple Bloom couldn't believe she was hearing this. Twilight was crazy to think that she could really...

"First spell," Twilight said making her horn glow, "Accelerate Age," she said calmly. All of a sudden, the magic circle began to glow, and Apple Bloom's entire body began to hurt. She knew that she promised Rarity she wouldn't cry, but the pain she felt was too much. As she screamed she noticed her voice was changing...

It was getting deeper...

She slightly opened her eyes when she heard Sweetie Belle and Scootaloo cry out in pain as well. She saw both of them getting bigger, and changing. Sweetie Belle's horn grew longer, and Scootaloo's wings looked bigger and stronger. The pain was so much for her that she thought she was going to die.

But a few seconds to a minute later, it stopped. Apple Bloom fell down onto the floor and let the pain go away. As she rested though, she noticed her body felt different. She felt more... defined... as if there was more of her. She slowly opened her eyes to look around, and was shocked.

Sweetie Belle looked a lot more like Rarity, only with a longer and fuller mane and tail, looking a lot like Fluttershy's style. Her horn was a lot longer, and she had really big and emotional eyes. Scootaloo looked like Rainbow Dash's twin practically, only her mane was shorter, as was her tail. Her wings were much larger now, ideal for flying. The thing that shocked Apple Bloom the most was that they both looked to be around Twilight's age.

That was when Apple Bloom felt the need to look at herself. She took a good look at her body and saw sure enough, she was bigger now. She couldn't really see herself too well, but she could tell she had a fuller, figure than Applejack (a/n:** if Apple Bloom were a human, she'd have big breasts**), and her legs were really well defined.

"There's a mirror over there," Twilight said with a smile, "Why don't the three of you look at yourselves before we continue?"

The three of them staggered up and walked over to the mirror. Sweetie Belle gasped loudly, and turned around mesmerized by what she saw. Scootaloo laughed and flexed her wings, even flapping them to try and fly, which she laughed gleefully when she stayed airborn. Apple Bloom looked at herself dumbfounded. What was staring back at her wasn't a ten year old filly. It was a twenty-one year old mare.

Twilight aged them...

"I'm so beautiful..." Sweetie Belle said tearing up, her voice now deep and almost sultry, "I look as beautiful as Rarity..."

"Shit yeah!" Scootaloo said, actually sounding a little like Rainbow Dash, but a little higher and more girly, "This is AWESOME!"

"What... did... you... DO?" Apple Bloom said, her voice now sounding (at least she thought) deeper but with similar to her normal voice, if not with slightly better dialect.

"Simple, I cast a spell that would rapidly age you. You all are now exactly twenty-one years old," Twilight explained, turning to Trixie now, "What do you think?"

"There's magic to cause a pony to age?" Trixie asked, "Unbelievable!"

"Trust me, that's not all," Twilight said, "Cause in case you didn't notice, the three of them are still blank flanked, right?" Twilight looked at Sweetie Belle, "You, come here please."

Sweetie Belle walked over to Twilight, and Apple Bloom noticed how different her walk was, "Yes?" Sweetie Belle asked.

Twilight closed her eyes and put her horn to Sweetie Belle's forehead, and her horn glowed again. This time, Sweetie Belle closed her eyes too, and a second later, a symbol appeared on the left side of Sweetie Belle's flank. It was a musical note, only it was surrounded by a magical aura. Apple Bloom was wide eyes as she realized what that was.

It was a CUTIE MARK!

Sweetie Belle opened her eyes, stepped back, and looked really nervous about something.

"Just do what you feel," Twilight said, "I assure you, it'll be right."

Sweetie Belle nodded, and began to do something shocking...

She began to sing...

The tune she sang was almost sad, but still beautiful. Their weren't any lyrics, only a tune. As she sang, her horn began glowing. It was charging with magic. When she stopped, her horn stopped glowing. Scootaloo galloped over to her.

"Sweetie Belle?"

"I can sing..." Sweetie Belle said softly, "But that's not all. My songs are magical. I cast spells... by singing?"

"Scootaloo, your next, right?" Twilight asked.

"Oh yeah! Definitely!" Scootaloo said jumping over to Twilight, who did the same thing she did for Sweetie Belle. Apple Bloom couldn't move. That was a real Cutie Mark on Sweetie Belle, and it had to do with singing, which meant it was truly hers. But something seemed... odd...

Scootaloo's was coming in now. It was a lot different. It looked like something small moving forward really fast, and it was creating a streak of fire behind it. Was hers... speed?

"I need a bike," Scootaloo said with a smile, "Something that goes really fast."

Twilight smiled darkly and pointed her horn to the side. A few seconds later, a motorcycle (or what we'd call one at least) materialized next to her, "Will this suffice?"

"Oh. My. GOD!" Scootaloo said going over to it, "It's beautiful. But what is it?"

"It's a magically powered bike," Twilight explained, "It's designed to go extremely fast, just like you wanted."

"After so long..." Scootaloo said, "I finally have it. Sweetie Belle, we have our Cutie Marks!"

"It seems so unreal," Sweetie Belle said, still looking at it, "Apple Bloom, this is what we wanted!"

"A spell that gives young fillies their Cutie Marks..." Trixie said, now even more mesmerized. Apparently she had no idea that such magic even existed.

"So, you want yours too, right?" Twilight asked Apple Bloom.

"Come on, Apple Bloom," Scootaloo said, "She just proved that she could help us. You can't turn her down!"

"Please Apple Bloom," Sweetie Belle urged, "I want us to be together again."

Apple Bloom thought really hard about this. She saw it herself. Twilight used her magic to give them their Cutie Marks. It was what she wanted, what she _always_ wanted. It would have been too easy to go over there and get her Cutie Mark. She'd finally know what her special talent was. She'd finally be a full grown mare, even in body.

But then she realized why this stunk so much to her. Why she felt so wrong. _This_ was wrong. These may have been their Cutie Marks, but they didn't earn them. They were given to them... by dark magic.

"Ah don't know what ya did," Apple Bloom said stepping back, "But ya'll can FORGET about me takin part in this!"

"What?" Twilight asked, now glaring at Apple Bloom.

"Ah want ta earn my Cutie Mark, the RIGHT way, not have it handed ta me wit yer weirdo hocus pocus! If that were mah only choice, Ah'd stay a blank flank ferever!"

Twilight nodded thoughtfully. Scootaloo shook her head rolling her eyes, and Sweetie Belle looked down in sadness.

"Well, I see where your alliance is," Twilight said before firing at Apple Bloom knocking her to the ground with an Arcane Bolt, "Guards, lock her up with Rarity and Spike!" The guards came and picked up Apple Bloom, "As for you two, I feel there's a lot we need to talk about," Apple Bloom heard Twilight say before she was pulled out of the room.

* * *

><p>Rarity was woken up by the dungeon door opening. When she sat up she saw the guards throw somepony inside the cage with her and close the door. Once she saw the guard was gone, she and Spike slowly approached the new pony to see who it was.<p>

"Excuse me," Rarity said softly, "But who are..."

"Ah know I promised ta be an adult an not cry..." the mare said in a southern drawl Rarity recognized, "But ya think I could jus this once, be a kid 'gain."

She had no idea how it was possible, but this mare was in fact Apple Bloom. Rarity didn't know how Twilight did it, nor did she know what Apple Bloom saw, but she understood that this might have been too much for the little filly, now full grown mare.

"There's nothing wrong with letting your emotions out," Rarity said helping Apple Bloom in a sitting position, "Even adults cry when it's too much."

A few seconds later, Apple Bloom leaned into Rarity and broke down. Her sobs were filled with fear, sadness, and if Rarity was reading her emotions right, anger. It was too much for Rarity too, and after a few seconds, even she shed a tear. She knew that their situation wasn't hopeless, even if it felt like it.

But for right now, there wasn't any harm in just letting out your emotions...

* * *

><p>After packing up her saddle bag, Applejack stepped out of the house with Granny Smith and Big Macintosh right next to her.<p>

"Are you sure about this journey?" Granny Smith asked, "Canterlot is a long way from here."

"Eeeyup," Macintosh agreed.

"Fer Spike, fer Rarity, and especially fer little Apple Bloom, Ah'd travel ta the other side of the world! Ah'm gonna find 'em, Ah promise."

Granny Smith trotted over to Applejack and hugged her, "You take care Applejack."

"Thanks Granny Smith," Applejack said returning the hug. She then turned to Macintosh, "Yer close ta Fluttershy, so could ya help Rainbow Dash find her?"

"Eeeyup," Macintosh said with a nod. Applejack hugged Macintosh.

"Love ya, big bro."

"Love ya too, little sis."

Applejack stepped off her porch, and made her way down the road to Canterlot. Once outside Ponyville, she stopped and looked up at the sky, which was dark and cloudy.

"Don't worry, ya'll," Applejack said with a nod, "Ah'm comin fer ya, even if that means going through you, Twilight."

She then galloped away from Ponyville. Completely unaware of the shadow looming around her.


	12. Chapter 12

Chapter 12: Rarity's Sacrifice

She couldn't face it... she wouldn't face it...

Twilight had opened a wound deeper than any wound she had ever sustained, and showed her just what kind of monster _she_ was on the inside. Not only had forced herself onto Big Macintosh, but she also envisioned herself in Pinkie Pie's situation, knowing full well how traumatized Pinkie Pie was.

Twilight wasn't the only monster here... She was just as bad... if not worse...

"I'm not fit for this world anymore..." she said, letting the sadness she felt well up inside of her. Twilight asked them to chain her up, but she was able to escape. Fluttershy though, she was going to make sure that she could escape this. Also, she wouldn't be around to burden her friends again. She knew that Rainbow Dash didn't want to be there, but Rainbow Dash stayed with her. Had she not stopped her, maybe Rainbow Dash could have stopped Twilight. Maybe she could have spared Pinkie Pie.

But because of her... Pinkie Pie was...

But no more... she wasn't going to hurt anyone anymore. She walked all the way to the outskirts of Ponyville, stopping at a cliff. She was a pegasus, so if she wanted to, she could have just flown away.

But she didn't _have_ to use her wings, did she?

* * *

><p>After seeing his sister off, Macintosh went to work immediately. He didn't know if Rainbow Dash was searching too, but he knew that if he didn't get to work now, she would find Fluttershy first, and he needed to talk to her.<p>

That last meeting left him feeling funny. It didn't seem like her, but at the same time, it did. He had always cared about Fluttershy, but he knew that she had a lot of secrets. He had a feeling that what happened in the barn, had something to do with one of those secrets, and he needed her to open up about this one at least.

He knew that Applejack would need Fluttershy, but if she was dealing with something personal, she wasn't going to be much of a fighter (assuming that what Applejack said was true combined with the knowledge he had on the situation, she _would_ be fighting).

He was about to walk to her house, when he saw something small and white hopping over to him. He looked again and saw a number of other creatures following the white creature. He saw birds, squirrels, even a raccoon. The white thing turned out to be Fluttershy's pet rabbit, Angel.

They all stopped in front of him and began making a lot of frantic noises. Fluttershy's animal friends were smart, so they had to be trying to tell him something.

"Are ya tellin me somethin... about Fluttershy?" he asked, getting a nod from the birds. The raccoon and Angel pulled at his forelegs as if trying to guide him somewhere, "Ya'll know where she is?" the two nodded frantically and continued to pull him, "Take me to her!"

Angel and the racoon immediately ran off, and the birds flew in their direction. Now Macintosh was scared. He galloped after the animals, praying to Celestia that she was safe.

When he got to the outskirts of Ponyville, he saw her standing at the edge of a cliff. Her eyes were closed, but from where he was he could still see the tears in her eyes, and the look of anguish on her face. Eyes wide, he wasted no time galloping over to her once he realized what she was planning.

He grabbed her tail in his mouth and pulled her into his embrace right before she fell off.

"LET ME GO!" Fluttershy screamed as she tried to fight out of his embrace, "I WANT TO DIE! PLEASE LET ME DIE!" she burst into tears.

"Fluttershy, what's wrong with you?" Macintosh asked her. Once she stopped fighting he held her even tighter trying to comfort her as she cried in his forelegs, "It's okay now. I'm here for you."

She shook her head and tensed up, as if his embrace was painful. She was fighting something within, and he needed to help her before he sent her off to help his sister. Sorry Applejack, he thought, but this is a little more important in his eyes.

* * *

><p>After they both calmed down, Rarity asked Apple Bloom to tell her exactly what happened. When she heard the news her heart sank. Twilight now had her sister, and Scootaloo. Worst of all, she stole their childhood. She didn't know if the spell could be reversed, but Rarity had a horrible feeling that it couldn't.<p>

"Poor thing," Rarity said still holding Apple Bloom and rubbing her mane in a comforting manner, "You wanted to be treated like an adult, not forced to become one."

"Ironic, ain't it..." Apple Bloom said sadly, followed by a laugh, "Ah spoke so much 'bout bein grown up, and now look at me," Apple Bloom looked in Rarity's eyes, "Am Ah at least pretty?"

"Oh my god, YES," Rarity said, "When we get out of here, you have to let me dress you up! You can even go to the spa with me and..." Rarity stopped when she realized what she was about to say. There was no way they were dead. It was impossible, "You said that Twilight gave them their Cutie Marks?" Rarity asked, trying to change the subject.

"Yeah," Apple Bloom said, "Ya should've seen their eyes light up. Sweetie Belle looked like she was going to cry. She did when she saw what she looked like, saying she was as beautiful as you."

"Oh... Sweetie Belle..." Rarity said feeling guilty a bit, "You were always beautiful in your own way..."

"Rarity, we gotta get outta here," Apple Bloom said, "Ah can't let Twilight have her way."

"A, Apple Bloom!" Rarity exclaimed looking at her in shock.

"Ah don't know what Ah can... what WE can do, but Ah gotta do somethin!"

"I see," Rarity said with a nod, "Well then, leave that to me."

"What 're ya plannin?" Apple Bloom asked.

Rarity smirked, "Just follow my lead. Oh, and be a dear and wake up Spike."

* * *

><p>After explaining her plan to them, Rarity leaned on the bar door while Spike and Apple Bloom stayed next to the door out of sight. This would work, but it would only work once, which meant they had to get out of here on this try.<p>

"Oooh, somepony, _anypony_," Rarity called out, in her best imitation of a mare in _need_, and judging by the shocked expressions on Apple Bloom and Spike's faces, it was very convincing.

A guard walked to the door, and thankfully it was a male, "Can I help you?" the guard asked Rarity.

"Mmm, you'll do _just fine_," Rarity said, "I haven't had the caress of a stallion in _ages_, and being locked up in this room is only making it worse."

The guard was sweating, so Rarity reached out and touched his face. Thankfully it worked, but he wasn't budging yet, "I... don't know what I can do for you, Miss..."

"Oh, you know _exactly_ what you can do for me," Rarity said stepping back and lying on the bed, "I'm right here, and I'm waiting for you..."

"Um..." the guard looked really taken aback by what he was seeing, and he was breaking. This would do it. Stallions _loved _it when a mare said things like this.

"Save me..." Rarity said in her best fake breathy tone, "Please... save me..."

That did it. A second later the guard fumbled with the keys and opened the door. He walked in with the dumbest smile on his face, but a second later...

WHAM!

Apple Bloom punched him really hard in the face, knocking him out. Rarity immediately got off the bed and dusted herself off.

"Well, that was fun." Rarity said, "But we need to move before he wakes up."

"Wow, Rarity," Spike said, "That was amazing. I thought you were serious."

"Well, he _was_ sort of cute," Rarity said, "But he's not my type. Come on," Rarity said trotting out of the cell, "First we need to get to my room."

"Yer room?" Apple Bloom asked, "Why?"

"Because there are a few things we need to do for you before we get out," Rarity said. She then galloped out of the dungeon, happy to see Apple Bloom and Spike a little behind her.

* * *

><p>After writing a quick letter for Granny Smith and giving it to Angel, Macintosh put Fluttershy on his back and walked to her house. Once inside he lied her down on her bed. Poor Fluttershy, he thought. She was a pony who always kept her pain internal, but wore it like a favorite dress. Everyone could tell that she was sad, but she never told anyone why.<p>

"Fluttershy..." Macintosh said looking at her rest peacefully, "What happened to you?"

He walked around her room, noting how nice it was. She really had a way with keeping a room. She actually had a few exotic pieces of furniture, and even had a lava lamp. Funny, Macintosh didn't think Fluttershy was the type to have one of those...

Fluttershy stiffened in her bed. It looked like she was having some sort of nightmare. She was even crying in her sleep. Macintosh hated seeing her like this. He walked over to her and rubbed her back.

"It's okay," he said softly, "Ah'm here now. Ya ain't got nothin to worry about." Fluttershy sighed, and then fell back into a peaceful slumber. Macintosh breathed out in relief and lied down on the floor next to the bed.

A few minutes later, Fluttershy stirred a bit. Macintosh sat up to see if she was alright. Better than that, she was actually _awake. _She looked Macintosh in the eyes with a sad expression, as if ashamed. She weakly mouthed out "I'm sorry". Apparently she lost her voice from all the crying she did earlier.

"There ain't nothin to apologize for," Macintosh said smiling, "Ah'm just glad that you're safe."

Fluttershy gave a sigh and closed her eyes, this time smiling. He still wanted to know what happened to her, but she needed rest. Granny Smith wouldn't miss him to much. She wasn't as old as people thought she was, after all.

"Ah'll stay right here, Fluttershy," Macintosh said, "Ya'll don't have ta worry 'bout nothin." Fluttershy grabbed Macintosh's foreleg and held it, as if claiming him. Based off of what he saw a few days ago, she might already be his.

Was that really such a bad thing?

* * *

><p>"Okay, and done," Rarity said as she finished redoing Apple Bloom's look. She didn't need to do a whole lot, but there were a few things that Rarity felt she needed to do. Since she was grown up now (at least in body) Rarity put a bit of make-up on Apple Bloom (eye liner and mascara), and she also gave Apple Bloom a red and white dress that was reminicent of old western clothing, but the red skirt was long enough to hide her lack of a Cutie Mark. On her back legs were brown boots.<p>

"Here, take a look," Rarity said, moving out the way so Apple Bloom could see herself in the mirror. She looked around at herself, but then looked sad for some reason, "Apple Bloom, what's wrong?"

"Well, Ah look really nice and all," Apple Bloom said, "But it's still a little depressin. Ah don't mean ta whine, but now Ah'm a _full grown_ mare without a Cutie Mark. At least before Ah still had time."

"There's always time, Apple Bloom," Rarity said holding Apple Bloom's shoulders, "Whether or not you're ten or twenty-"

"One," Apple Bloom finished for Rarity, who shook her head rolling her eyes.

"You still have time to find out your special skill. Until then, wear this dress so no one asks complicated questions."

"Do ya think we can change me back to mah normal age?"

Truth was, Rarity still didn't know. Time only moved forward, and it looked like Twilight just messed with time around Apple Bloom (and Sweetie Belle and Scootaloo). If that was the case, Apple Bloom may have just lost eleven years of her life.

"I..." Rarity said looking away slightly, "I don't know. But if we don't get out of here then we'll never find out."

Apple Bloom looked down seriously, and then trotted off a bit pulling out her mane ribbon. She threw it to the side and reached into Rarity's box of hats. A few seconds later, she pulled out a dark brown cowboy's hat, similar to Applejack's hat.

"Only little kids wear bows like that in their hair," Apple Bloom said putting the hat on, "Ah gotta really grow up now."

Rarity was touched, but she found it hard not to feel sorry for Apple Bloom. Now she had no choice but to grow up. Not only was the whole world going to hell, but she was _trapped_ in the body of an adult. Talk about cruel...

"Now, as for my plan," Rarity said walking over to Apple Bloom, "I think that the only pony who could help us now would be Princess Cadence."

"Princess... Cadence?"

"Princess Mi Amore Cadenza," Rarity explained, "The Princess' niece and current wife of Shining Armor, Twilight's brother."

"Ah remember," Apple Bloom said, "Ah was one o' the flower girls along with..." she looked sad as she remembered how her friends were also there.

Rarity saw that, but she felt like they needed to stay on topic, "Yes, well she has an ability to send love waves to a pony and rekindle positive emotions. I bet with her power we can bring Twilight back to her senses."

"That's a great idea!" Apple Bloom said lighting up, "At least then we'd have an alicorn on our side!"

"Exactly," Rarity said, "I heard that they were staying in Fillydelphia. We can't get there from here, but if we get back to Ponyville-"

"Then we can take a train ta Fillydelphia from Ponyville!" Apple Bloom continued. Rarity nodded happily. This might just work.

"I bet we could also get Shining Armor to help us too," Spike said walking into the room.

"Did you secure our way out?" Rarity asked.

"Done," Spike said in a bragging manner, "Worry not my pretty fillies, our way out is set."

"Excellent," Rarity said walking over to Spike and nuzzling him, "Good job Spike."

Spike chuckled, his face red. This was why she loved him so much. So innocent and faithful, unlike most of the stallions she knew. If only _he_ were a stallion...

"We should get movin," Apple Bloom said, "Before somepony finds out where we are."

"It's a little too late for that," they heard behind them. They turned around and saw Trixie standing in the room walking up to them. She was now wearing a black witch's hat and matching cape.

"Trixie!" Rarity exclaimed running in front of Apple Bloom and Spike again.

"Going to Fillydelphia to get Mi Amore Cadenza," Trixie said, "I can't wait to tell Twilight about this."

"Trixie please, let us go!" Apple Bloom pleaded, "Yer not a bad pony!"

"Twilight promised to teach me the greatest magic in the world!" Trixie said, "This is what I've always wanted, to be recognized by Twilight."

"You want power so bad that you would sell your soul?" Rarity asked, "I knew you were foolish, Trixie, but I never thought you would be this foolish!"

"What would you do, for the ultimate knowledge?" Trixie challenged, "Besides, this world might be better off with Twilight's rule."

"I don't believe you'd-" Rarity began.

"You should have seen the two fillies she helped a few hours ago!" Trixie stated, "They were practically in tears with joy. Not only did they reach the appropriate age to achieve all of their dreams, but they have their Cutie Marks along with their special talents! Just think, a world where everypony can be whatever they please..."

"I know one of those fillies!" Rarity shouted, "One of them is my BABY SISTER!" Rarity was in tears now, thinking about Sweetie Belle and what Twilight could have done to her.

"Then you should be happy! Your sister is!"

"This is so wrong," Rarity said shaking her head, "I don't know what happened to Twilight, but I'm going to do whatever it takes to get her back!"

"You aren't even leaving this castle!" Trixie shouted, "I'm going to first knock the three of you out, and then throw all of you in _separate_ cells! Honestly I'd rather kill you, but Twilight seems to take pity on you!"

"Rarity, what are we going to do?" Apple Bloom whispered to Rarity, who suddenly had a horrible idea. Rather, a realization of what she had to do as the oldest in the room...

And as the Element of Generosity...

"Apple Bloom," Rarity said calmly, "It's up to you and Spike."

"Wh, what are ya talkin about?" Apple Bloom asked.

"You need to go," Rarity said, breathing heavily, "I'll... hold her off..."

"Rarity, no!" Spike pleaded, "I'm staying with you!"

"No Spike. You have... to lead Apple Bloom to the exit... and make sure... that she gets... to Fillydelphia," she couldn't hardly breathe. She was so terrified right now, but she had to be strong. Apple Bloom couldn't see her scared.

"Rarity, Ah can't go without ya!" Apple Bloom said.

"Yes you can!" Rarity stated, "You came all the way here to Canterlot by yourself, I _know_ you can do this!" she felt the tears coming, and her entire body was shaking. She wouldn't turn around though. She wouldn't let them see how scared she was.

"Rarity-" Apple Bloom started.

"Go, NOW!" Rarity shouted, pushing Apple Bloom and Spike out the door and closing it. She heard Apple Bloom banging on the door.

"Rarity! RARITY!" Apple Bloom cried.

"Let us in! Let _me _in!" Spike shouted, "I'm strong! I can fight! I can protect you!"

"Please you two, I'm begging you!" Rarity shouted, "The fate of all of Equestria is in your hooves! You have to get Princess Cadence and Shining Armor!"

Apple Bloom was silent for a while, like she was thinking.

"Ah'm comin back fer ya!" Apple Bloom said after a minute, "Ah promise, Ah WON'T abandon you! Come on Spike!"

"R, r, r, right!" she heard Spike say. Celestia, he was crying. Hearing that made Rarity appreciate Spike even more. A second later she heard Apple Bloom gallop away, and she finally broke down.

"I love you so much... Spikey... Wikey..." she said softly through her tears. She knew that the fight she was about to engage in was a loosing one, but she wasn't about to just go down quietly. She was completely unaware, but the Element of Generosity began to glow on her neck. As she turned around, Trixie stepped back from her.

"Wh, what are you doing?" Trixie asked, "Why is that thing glowing!"

"I may not be able to defeat Twilight," Rarity said, tears flowing freely from her eyes as she glared at Trixie, "But I'm sure I can give you a beating before she comes to your rescue!"

Trixie gave a scared laugh, "But your just a beautician," she said, "Even with the little knowledge Twilight has already shared with me I'm more than enough to stop you."

"I am NOT just a beautician!" Rarity said, the glow getting brighter now, "I am the one of the Elements of Harmony! I _am_ the ELEMENT OF GENEROSITY!" at that moment there was a bright flash. Almost blinding.

Rarity felt a surge of energy unlike anything else she ever felt. She never took her eyes off of Trixie, but she was fully aware of the changes that took place, and the armor that strangely appeared around her.

It was sapphire blue and white, and was fashioned almost like a dress but armored. It covered her front hooves, upper body, and there were fishnet stockings and armored high heels on her back hooves too. The shoulder pads were sharp like diamonds, and on her chest was a diamond, just like her symbol of Generosity.

She knew she couldn't beat Twilight with this alone, but she could at least hold off Trixie so Apple Bloom and Spike could escape.

"Let's DO THIS, Trixie!" Rarity shouted, crouching in a fighting stance. Trixie shook her head, but then got in a fighting stance herself. If Rarity didn't know better, she looked scared.

Good. She needed to be.

* * *

><p>Apple Bloom galloped all the way down the halls, following Spike's directions. She felt horrible leaving Rarity behind, but she couldn't stop. She needed to get to Ponyville. She <em>needed<em> to get to Fillydelphia.

Right when she made it to the gate though, she heard something that made her stop. She heard... singing.

"Apple Bloom, what's that?" Spike asked.

"Ah don't..." she said right before she realized what it was. Before she could do anything though, a pink bolt of lightning came down on top of her and Spike. She managed to dodge it just in time though.

"Oh good," Apple Bloom heard, "I was afraid I would hit you with that."

Apple Bloom looked up and saw Sweetie Belle walking up to them, but she looked so different. She was now wearing a black cocktail dress that was slit on both sides showing her back legs, and had a hole for her tail to stick out, fishnet stockings and black high heels on her back legs, black gloves on her front legs, and blue eye shadow and red lipstick on her face. She looked like a seductress almost.

"Sweetie Belle?" Apple Bloom asked getting up.

"Do you like it?" Sweetie Belle asked spinning around, "I hope you do, Apple Bloom."

"Sweetie Belle, let's get outta here," Apple Bloom pleaded holding her hoof out, "We can stop Twilight from takin over Equestria together."

"Why would I want to do that?" Sweetie Belle asked, shocking Apple Bloom. No... no... no... she didn't get Sweetie Belle with that weird star thing, did she?

No, her eyes still showed emotion. She was still in control, just like Trixie. Why was she...

"Because she's gone crazy! Look at what she did to us!" Apple Bloom shouted.

"All I see is not only do I have my Cutie Mark, but I'm beautiful now, just like Rarity!" Sweetie Belle said, "No, I'm the most beautiful pony in Equestria now!"

"What in tarnation..." Apple Bloom couldn't believe what she was hearing.

"Between my beautiful voice, and my lovely figure," she said turning to the side and lifting her back left leg up elegantly, "I'll be the most loved pony in all of Equestria. Twilight said so. Isn't that wonderful?"

"Sweetie Belle, this ain't you," Apple Bloom said shaking her head, "This ain't the Sweetie Belle I know and love."

"I thought you'd be happy for me," Sweetie Belle said stepping back from Apple Bloom, "This is all I've ever wanted, and now I finally have it! Why can't you see that this is better?"

"Because it ain't!" Apple Bloom said, "Ah don't wanna live in a world ruled by some pony on a power trip! Ah'm sorry Sweetie Belle, but Ah jus don't see it like you do."

"I see..." Sweetie Belle said looking down.

"We tried it your way," Scootaloo said stepping out of the shadows, "Can we do this my way?"

Scootaloo just looked scary now. She was wearing some sort of black body armor made of some weird metal (matched the bike-like thing pretty well) that even covered her wings a bit, and a matching helmet with a black visor over her eyes. This wasn't looking good for them.

"Scootaloo!" Apple Bloom called out.

"Once a traitor, always a traitor," Scootaloo said, "and we have a strict policy against traitors."

"I don't want to hurt you, Bloom," Sweetie Belle said sadly, "But you're not leaving me with much of a choice."

Apple Bloom couldn't take on both of them, not when Twilight probably gave them both major upgrades in power along with the new, creepy, wardrobes. Apple Bloom looked behind her, and saw the window. Outside was the moat that flowed out to the river. It was her and Spike's only hope at getting out of here.

"Ah sure hope this dress ain't dry clean only!" Apple Bloom said picking up Spike and putting him on her back.

"Wh, what are we planning?" Spike asked.

"We're bustin out, by any means necessary!" Apple Bloom shouted running over to the window. Scootaloo _was_ fast, because she almost grabbed Apple Bloom's foot before she fell out into the water, and to freedom.

* * *

><p>"Damn it!" Scootaloo shouted, "I'm flying after her!"<p>

"Let them go!" Twilight commanded walking over to them, Trixie staggering with her, "She and Spike alone can't do anything to stop us, and she will come back eventually."

"How do you know?" Scootaloo asked.

"Simple, we have something, or rather, some_pony_ that she's going to want to come back for," Twilight said as two guards pulled something into view with chains. Sweetie Belle was shocked when she saw who it was. She was wearing some kind of armor, but it was undeniable.

It was Rarity.

"R, Rarity?" Sweetie Belle asked. Rarity looked up at Sweetie Belle and looked shocked. Did she recognize her?

"Huh, Apple Bloom was telling the truth," Scootaloo said.

"Rarity here has chosen to oppose us," Twilight said, "It's a shame, cause I'd love to have one of the Elements of Harmony with me," Twilight touched Rarity's face. All Rarity did was glare at Twilight the entire time, "Come along, you two," Twilight said walking off, "We must prepare for the next phase of our plan."

"Don't worry," Scootaloo said, "I'm sure Rarity will be safe. She and Twilight are still friends after all. That's why she isn't dead." Scootaloo walked after Twilight and Trixie. Sweetie Belle walked after them, still looking at Rarity, who kept giving her a look of sadness, and almost pity.

That was enough to make Sweetie Belle resent Rarity even more.

* * *

><p>It was morning when Fluttershy got up. Her dreams were on and off all night, neither good nor bad. When she sat up on her bed, she saw Angel hop on the bed and look at her with a worried expression.<p>

"Angel..." was all Fluttershy could manage. He hugged Fluttershy in a manner where she felt he was saying "don't ever scare me like that again".

"Ya awake then?" she heard by the door. Her heart skipped a beat when she realized who that deep voice belonged to.

"M, Mac..." Fluttershy breathed out as their eyes met.

"Yer animal friends helped me make breakfast," Macintosh said stepping aside allowing Mr. Raccoon to bring in a tray of food and set it on the bed.

"Thank... you..." Fluttershy said softly. Apparently her voice was still raw from crying so hard.

"Are ya feelin better?" Macintosh asked walking over to Fluttershy as she ate. She couldn't answer that question, cause she didn't know. She didn't know how she felt anymore. All she knew was that she still wanted to disappear.

"Ya gave me quite a scare," Macintosh said, apparently trying to get her to talk.

"I'm... sorry..." she finally said.

"Ah'm just glad yer safe," Macintosh stated. The emotions from yesterday were building up, and she felt miserable again. She couldn't cry though. She didn't think she could cry anymore.

"I'm... a... burden..." Fluttershy slowly said.

"What? Naw, not even," Macintosh said, "Ah'm yer friend, it's mah job ta-"

"I'm a burden to you and everyone else around me!" Fluttershy spoke quickly, "All ponies ever do is worry about me and put their interests on hold for me! You, Rainbow Dash, Pinkie Pie, Applejack, Rarity, all of you would be better off if I just disappeared and you didn't have to worry about me so-"

"Fluttershy, STOP!" Macintosh shouted, stopping her instantly, "Ah worry 'bout you cause Ah care. You've been actin weird ever since the barn incident, and Ah'm worried cause Ah know that ain't you. Trust me, if you were a burden, Ah wouldn't be here." Macintosh put his hooves on Fluttershy's, "What happened ta you. Why were ya tryin ta kill yerself the other day?"

He wanted to know what happened? That would mean telling him about four years ago. Was she ready to tell anyone? Was she ready to tell him.

They were touching. Fluttershy's heart began to race the second she realized that. He was here, in her house, holding her hoof, and asking if she was okay. She began to get that feeling again. The same feeling she always had when they were together. This time though, she knew what this feeling could do. She would hurt him if they stayed like this.

Fluttershy shook her head and pulled away from him, "I... can't..."

"Fluttershy-"

"I'm sorry Macintosh, but I can't yet!" Fluttershy screamed holding her head, "I'm not ready to face it again. Don't make me relive it, please!"

He sighed, "Alright, Ah won't force ya. If ya need me though, Ah'm close by, alright?" he got up and walked to the door, "Have a good day, Fluttershy."

He left the room. A few seconds later she heard him close the door. Once he was gone, she threw a pillow at the wall, and threw the tray of food off her bed (it didn't have much left in it anyway). She then punched her bed and screamed in frustration and grief, trying to let all of her emotions out, until all she could do was curl up in a ball and prove herself wrong.

She did have tears left.

* * *

><p>"That armor..." Twilight said lying down on her bed still, "You weren't able to remove it?"<p>

"No, Twilight," Trixie said lying next to her, but looking away, "It didn't seem like it was attacked to her, but as long as she needed it, that armor won't budge."

"I had no idea that the Elements of Harmony could evolve," Twilight said to herself, "If the others are still alive that could be a problem."

"I failed you, Twilight," Trixie said sadly, "I don't deserve to be by your side."

"Nonsense," Twilight said wrapping her forelegs around Trixie, "You were up against an Element of Harmony at full power, and you were caught off guard by that transformation."

"I also let that yellow one and the dragon escape. If they get to Princess Cadence-"

"I'm not afraid of Princess Cadence," Twilight said, "She may be a princess, but I'm a lot more stronger than she is. But you raise a valid point," Twilight got up and walked forward a bit, "Apple Bloom may be a menace if she's left to do as she pleases," then she was hit with a realization, "And if she get to... No... NO!" Twilight shouted slamming her foot on the floor, "I won't let her have him!"

"Have who?" Trixie asked.

"The only pony who ever truly understood me," Twilight said, "Trixie, we have to get to Fillydelphia! He belongs to me! No one else can have him!" She shouted running out of her room and into her study. She had to get stronger. She had to stop Apple Bloom.

She had to protect her brother!


	13. Chapter 13

**Sorry about how long this chapter took. I had a lot on my plate this week. Truth is, this week wasn't a good one for me, and it's still not over.**

**Sigh...**

**Anyway, I'm not going to let that affect my writing, so here's the next chapter.**

**PS: imagine the original character introduced here being voiced by Liam O'Brian (the voice of Garra from Naruto).**

Chapter 13: Sweetie Belle's Alliance

Twilight rushed into her throne room after calling a meeting. Trixie, Sweetie Belle, and Scootaloo followed her closely, all of them looking confused.

"Twilight, what is _wrong_?" Trixie asked her, "You actually seem really tense."

"If Apple Bloom is able to get to Fillydelphia then she'll taint him with her sweet words!" Twilight stated, "No one is allowed to have him! He's mine! MINE!"

"Who's yours?" Trixie asked.

Before Twilight could answer though, the soldiers rushed into the throne room. She would have to explain to Trixie later. Twilight turned to the soldiers, now wearing black and silver armor instead of their normal gold armor.

"Soldiers of Neo Canterlot! It appears that the two that escaped have begun to present themselves as a threat. Their goals are to get to Fillydelphia, but they seem to forget that we have the means to get anywhere we want! I want twenty of you to accompany me to Fillydelphia while the rest of you remain here and take care of the Element of Generosity. We can't let Apple Bloom and Spike get there first," Twilight turned to Sweetie Belle and Scootaloo, "I want you two to be a part of this too. Scootaloo, you are to wait in Ponyville for them to arrive. Sweetie Belle, you must come with us to Fillydelphia. If Apple Bloom and Spike get to Fillydelphia, you are to give them absolute hell."

"I understand, my queen," Scootaloo said with a bow.

"I will do as you ask," Sweetie Belle said also bowing, but Twilight noticed that she seemed a little more hesitant. She'd ask her about that later.

"What would you have me do?" Trixie asked, apparently still shamed by her defeat. No, Twilight thought, it's not your fault.

"I want you to stay with me," Twilight said sweetly, but Trixie looked away.

"It's my fault though. I wasn't strong enough to get by that damned beautician. I don't deserve to be your student."

"Oh Trixie," Twilight said nuzzling her second in command, "What can I say to ease your suffering?"

"Twilight..."

"We're a team, remember? If you're going to defeat the Element of Generosity then we have to work together."

"Me... defeat the Element of Generosity?" Trixie almost seemed unable to believe it, "But she's locked up downstairs. There's no way she's getting out of there?"

"You underestimate Rarity," Twilight stated, "Trust me, she'll escape eventually. When she does, you're going to be the one to take her life."

"I..."

"Believe in yourself," Twilight urged. It took a second, but Trixie looked at Twilight and nodded. Good, she was on board, "The rest of you, prepare for the trip. We're going to move out to in twelve hours."

The soldiers saluted and left the throne room. Trixie also nodded and walked out with the soldiers. Sweetie Belle and Scootaloo turned to leave, but Twilight needed to talk to Sweetie Belle.

"Um, Sweetie Belle, can I have a word with you?" Twilight asked.

"Y, yeah, sure," Sweetie Belle said with a slight bow. She turned to Scootaloo with an apologetic expression.

"I'll wait for you outside," Scootaloo said. Sweetie Belle nodded and walked over to Twilight.

"Is something wrong?" Sweetie Belle asked.

"I was going to ask you that," Twilight asked Sweetie Belle walking over to her, "You seem troubled by something."

"It's nothing, Twilight," Sweetie Belle said, "I'm fine."

"Sorry, not buying it," Twilight said, "Come on, what's wrong? You know you can tell me anything, right?"

She looked down seriously. So she _did_ have something on her mind.

"Was Rarity your prisoner when Scootaloo and I got here?" Sweetie Belle asked her.

"Not quite," Twilight explained, "But she was locked up by the time you got your Cutie Mark."

"But she's your friend, right?" Sweetie Belle asked, "Why is she locked up?"

"That mare... is no friend of mine," Twilight said darkly, apparently scaring Sweetie Belle, "She should be happy I didn't kill her."

"Tw, Twilight! That's my older sister!"

"And how many times a year does she act like a sister?" Twilight retaliated turning to Sweetie Belle. She looked down as if thinking. Did Twilight hit a nerve? "When you go to visit her, does she spend any time with you, or are you just in her way all the time?"

"I... well..."

"Was there ever a time when you tried to be beautiful like her?" Twilight asked.

"I... was seven..." Sweetie Belle said softly, "I borrowed some of her make-up, and I just wanted to mimic her."

"And you also borrowed a dress she had, and some of her shoes, right?"

"I just tried to look like her," Sweetie Belle's voice was beginning to crack, "I did it just like how she did it."

"But she didn't like it, did she?"

"She... yelled at me..." now she was crying, "All she cared about was her dress! She didn't even look at how pretty I was!"

"She's never told you how pretty you are, nor did she teach you how to even put on make-up. Things that a big sister is supposed to do."

"All she cares about is her business!" Sweetie Belle cried, "I'm either invisible, or in the way!"

"You see?" Twilight asked, "She's not a good pony. She so self absorbed that she can't even tell her own little sister how pretty she is."

"What's so hard about spending time with me?" Sweetie Belle asked, "Why can't she care about me as much as she cares about her business?"

"I'll always make time for you," Twilight said softly. Sweetie Belle looked up at Twilight.

"You will?"

"From now on, I'm your big sister," Twilight said now wrapping Sweetie Belle in a tight hug, "I'll love you like Rarity should have."

"Am I pretty?" Sweetie Belle asked.

"Sweetie Belle, you're beautiful."

That was when Sweetie Belle broke down and grabbed Twilight tightly. That did it. Now Sweetie Belle would do whatever Twilight asked her to do.

Someone desperate for love...

That's the perfect blind soldier...

* * *

><p>"...ple Bloo..."<p>

"...pple Bl...m..."

"Apple Bloom, wake up!"

"S... Spike?"

Apple Bloom woke up to the sound of Spike's voice. She was inside now, and she was surrounded by books. Was she in a library of some sort?

"Where are we?" Apple Bloom asked.

"Someone found us and helped us out of the stream," Spike explained.

"Someone... helped us?" Apple Bloom asked.

"Good, you're awake," a deep voice said, catching Apple Bloom off guard. She looked up and saw an unusual pony walk into the room. He was light brown with a dark brown mane cut in a sort of bowl shape. He wore circular glasses and a black cloak, and looked really serious. When he walked in Apple Bloom got a good look at his Cutie Mark. It was a golden spell circle that looked like a clock.

"Were ya the pony who saved us?" Apple Bloom asked. The mysterious pony nodded.

"My name is Lezard," the pony said, "You and your dragon friend flowed from the castle. You're lucky I found you."

"Um, thank you," Apple Bloom said. Lezard nodded and went over to a bookshelf.

"You're the unfortunate victim of Chronomancy, aren't you?" that surprised Apple Bloom. What the hell was Chronomancy? Was that why she was an adult now?

"Whatsomancy?" Apple Bloom asked.

"The magic to control time," Lezard explained, "I must say, whoever did this to you was a genius. To be able to accelerate someone's aging process is something else."

"Wait, how do ya know Ah'm not really an adult?" Apple Bloom asked, turning to Spike.

"Don't look at me," he said raising his hands, "All I did was help him bring you here. I didn't say anything."

"Your friend is honest," Lezard said, "I know mainly because my specialty is Chronomancy, as shown by my Cutie Mark here," he said turning to the side showing Apple Bloom, "Also, when we were carrying you, I noticed that your dress was meant to cover up your lack of a Cutie Mark, something I know would only be the case with a foal."

"Ah see," Apple Bloom said looking down at her dress, at the fabric that covered up the truth. Here was a pony who actually knew the truth, and it hurt to be reminded of what happened to her.

"You said that you specialize in Chronomancy," Spike said, "Can you change her back?"

"I'm afraid not," Lezard said looking at Apple Bloom with a saddened expression, "Even with my knowledge of Chronomancy, accelerating somepony's age is beyond me. To be able to turn the clock backwards would require a whole new level of understanding."

"It's okay, Spike," Apple Bloom said, "Ah already braced mahself ta be a grownup ferever."

"You're strong," Lezard said, "How old are you really?"

"Before all this, Ah was ten and a half," Apple Bloom stated.

"I see. Tell you what, I can see what I can do, but it may take a while."

"Sorry Mistur, but Spike and Ah can't stay. We gotta make our way ta Fillydelphia. The pony that helped us escape is countin on us," Apple Bloom said, now feeling sad for Rarity again. Who knows what Twilight did to her. She just prayed that Rarity would be alive when she went back to rescue her.

"Fillydelphia? Does this have anything to do with the commotion in the castle?" Lezard asked.

"You know what happened?" Apple Bloom asked him in response.

"Not everything, but I do know that sometime yesterday a purple pony named Twilight Sparkle walked into the castle with a dark blue pony and two fillies. After that there was a sudden shift in the magical balance."

"That sounds about right," Apple Bloom said looking down.

"Would you mind filling me in?" Lezard asked.

"It ain't a pretty," Apple Bloom said, "But since ya asked, and you did save us, Ah don't see why not."

Apple Bloom told the enigmatic Lezard everything that happened, including what she knew about Twilight. He listened intently, every now and again asking her to clear something up. He took a lot of interest once he found out that the pony who helped them was one of the Elements of Harmony. He knew a lot, and the more that Apple Bloom talked to him, the more she began to trust him. One thing she shared with her family was the ability to see whether a person was trustworthy or not. Lezard seemed trustworthy.

"I see," Lezard said with a nod, "So that _was_ the same Twilight Sparkle."

"Do you know her?" Spike asked.

"Not personally, but she's a legend among the unicorns who attended Celestia's School for Gifted Unicorns," Lezard said.

"Is that where you went to school?" Apple Bloom asked, getting a nod from Lezard.

"Graduated with flying colors. That was where I got my Cutie Mark. Twilight was known among us as the unicorn who failed the entrance exam, but passed the ultimate test. We were all envious of her, some of us even loathed her."

"Were you one of 'em?" Apple Bloom asked Lezard.

"I don't believe in hate. I actually thought she was lucky. She was basically made royalty. I should have know though, that the Princess had an ulterior motive."

"What do you mean?" Spike asked.

Lezard got up and walked over to a bookshelf, "I assume you know the legend of the Queen of Darkness."

"That's the legend that's talkin 'bout Twilight," Apple Bloom said.

"I assume that Princess Celestia knew what Twilight was, and she wanted to keep an eye on her. She was hoping to rescue Twilight from her darkness."

"She was... tryin ta protect us by makin Twilight her student?" Apple Bloom asked. Lezard nodded.

"It seems though that Princess Celestia's plan didn't work out. She was consumed by her darkness and became the very thing that the Princess was hoping she wouldn't."

"But why?" Apple Bloom asked, "Ah know Twilight, and she ain't this?"

"The Twilight you knew was the product of her darkness being pushed away for seventeen years," Lezard explained, "As the princess forced that darkness out of her it became stronger, yet still concentrated. Once it got free, it literally consumed her and instantly made her into the pony she was meant to be."

"I don't believe that!" Spike shouted, "Twilight isn't a bad pony! She's the nicest pony I know!"

"You can say that even after seeing what she's done?" Lezard asked.

"She asked us to stop her!" Spike said, "Why would she ask us to take action against us, and then try and kill us?"

"Darkness changes a pony," Lezard stated, "Your friend may have been one way before, but the pony you know is gone. At least, that's what I believe."

"Well, we still gotta get to Fillydelphia," Apple Bloom said, "At the very least we still gotta try ta save her. Ah don't wanna see nopony suffer, not even Twilight."

Lezard was silent for a long time, as if thinking. What he said next though changed everything.

"If you really feel that you can change her destiny, then you'll need help."

"Uh, come again?" Apple Bloom asked.

"I have a lot of magical capabilities that would be useful. Also, even if you are in a grownup's body, you're still mentally a ten year old. I can't let you go off by yourself without supervision."

"Ah ain't no kid," Apple Bloom said turning her nose up in the air, making Lezard chuckle.

"My apologies. I imagine it's probably strange having somepony say that to you in your current state. Well then, I won't tag along as a guardian. Instead, think of me as an ally."

"On the condition that ya won't try to play the age card on me, and ya won't keep me in the dark on anything just cause Ah'm only ten, well, on the inside at least."

"You and I are equals in this journey, I assure you."

"Well then, Ah don't have a problem with it," Apple Bloom said turning to Spike.

"I guess he can tag along, but no talking about Twilight like she's a monster," Spike demanded.

"I promise to keep my opinions to myself, and I'll do everything I can to assist you in your journey to bring your friend back."

"Then let's save Equestria, together," Apple Bloom said, finalizing the new partnership she had with Lezard. She may not have known him, but she did have a good feeling about him.

* * *

><p>The following night, Twilight was outside the castle preparing her strongest spell yet. So powerful that she needed to spend the rest of the day charging for it. Once she got better she would be able to summon even larger things than what she planned on bringing forth today.<p>

"Are we almost ready?" Trixie asked walking up to Twilight.

"Almost," Twilight replied. Once she had gathered enough power, she shot her magic into the ground. Trixie looked in awe as Twilight's latest spell took affect. Rising out of the ground were skeletons of old pony soldiers. As they reached the surface, grey skin and black armor began to materialize on them. There had to be at least fifty of them.

"What in the world..." Trixie said softly.

"Necromancy," Twilight stated, "With this, getting soldiers will be easy. I'll have control of all of Equestria in a matter of days," she walked over to the newly raised soldiers, "The Elements of Harmony may live! I order all of you to travel with General Scootaloo to Ponyville, and search for the whereabouts of the Elements of Kindness, Loyalty, Laughter," Twilight's eyes narrowed thinking of the final Element, "and Honesty. If they are dead, confirm it! If they live, bring them to me, so I may kill them _myself_!"

The soldiers all saluted in unison and trotted off to find their leader.

"Should we trust Scootaloo with so many soldiers?" Trixie asked.

"All I want her to do is have a good time," Twilight said walking back into the castle, "It's no fun playing by yourself, no is it? Tell me, where's Sweetie Belle? She needs to be ready to move out."

"She's in the dungeon," Trixie replied, "I believe she wanted to speak to the Element of Generosity before we left."

"Interesting," Twilight said smiling, "This is good."

"But you saw how she wavered, Twilight. What if the Element of Generosity is able to-"

"She won't," Twilight said stopping to look at her second in command and disciple, "There's nothing Rarity can say to Sweetie Belle to get her on her side. In fact, the most she can do is push Sweetie Belle further away, and closer to us."

"I hope you're right, Twilight. It would be a shame to lose one of our soldiers before we even begin to fight."

"Would you trust me," Twilight said holding Trixie and smiling, "I know what I'm doing."

"Y, yes Twilight. I trust your judgment," Trixie said looking down.

"Now, let's wait for Sweetie Belle at the chariot," Twilight said walking off, confident in her plan. After the talk she had with Sweetie Belle, there was no way Rarity could get Sweetie Belle on her side.

* * *

><p>Sweetie Belle slowly walked into the dungeon. She had no idea why she had to see her, but she still felt like something was wrong. She had to confirm a few things before she made her decision.<p>

She turned the corner and saw Rarity. She was locked up in a cell, both her forelegs and back legs were in shackles, and she even had chains wrapped around her waist and neck, keeping her close to the floor. She was still wearing that weird armor, which gave her the look of a fallen warrior.

"Rarity," Sweetie Belle said softly walking up to her cell. Rarity looked up at Sweetie Belle with those sad eyes again.

It made Sweetie Belle sick to her stomach.

"Sweetie Belle," Rarity said, "Oh my... what happened to you?"

"Twilight cast a spell to make me older," Sweetie Belle explained, "and look," she turned to her side to show her sister her Cutie Mark, "See? She even gave me my Cutie Mark."

"Sweetie Belle..."

"I can sing too. Twilight taught me that I my singing can cast spell. Isn't that amazing?"

"Sweetie Belle-"

"She said that she was going to teach me how to cast all sorts of spells with my singing. I can't believe I didn't see it sooner! I could always sing-"

"Sweetie Belle-"

"-but I never made the connection. If I had known that I could have gotten my Cutie Mark ages ago."

"Sweetie Belle!" Rarity shouted, stopping Sweetie Belle, "I don't know what Twilight has been saying to you, but we have to get out of here!"

Sweetie Belle looked really confused, "Why would I want to do that?"

"Because she's evil! Something... happened to her, and she's become this monster-"

"How can you say that about your friend?" Sweetie Belle asked, incredulous that Rarity would call Twilight something like that.

"That pony is NOT my friend! Look at what she's done to you!"

That was it. That was the last straw, "What she's done to me? What's wrong with it?"

"It's not _you_, Sweetie Belle! You're not _this_!"

"So is it the fact that it's not your style, or that it's just me that you have a problem with?" Sweetie Belle asked harshly, shocking Rarity.

"What are you talking about?"

"It never fails," Sweetie Belle said shaking her head, "No matter what I do, you find _some_ reason why it's wrong! Even now, you hate what I am just because it's not you!"

"Sweetie Belle, you know that's not true-"

"You know DAMN well it's true!" Sweetie Belle shouted, surprising Rarity, "Whether it's because I used your favorite make-up kit, or you didn't want me wearing that particular dress, I always do something wrong!"

"Those time were-"

"And then when I ask you to take time to teach me the _proper_ way to put on make-up, you're always too busy with your stupid dress making business! You don't care about me, and your no Element of Generosity! All you care about is yourself!" she broke down in tears, "All I ever wanted was to be just like you, but every time I try to do that you shoot me down!"

"Sw, Sweetie Belle," Rarity said now with tears in her eyes, "I'm sorry. I never meant to hurt you. I promise though, when we get out of here I'll make things right."

"It's too late!" Sweetie Belle shouted, "I don't want to be your sister anymore!"

Rarity looked genuinely hurt by that statement, "You... you don't mean that..."

"Twilight is my sister now! I don't need you anymore! I HATE YOU!"

"Sweetie Belle, stop that! You don't know what your saying!"

"I mean every word! You can just rot in here for all I care!"

"Sweetie Belle, you can't leave me here! Please, help me!"

"Forget it! You're dead to me now!"

With that Sweetie Belle turned and totted out of the dungeon. She heard Rarity calling out to her, but she didn't care. Rarity had proven everything Twilight said to be true.

When she got outside she saw Twilight and Trixie waiting for her.

"Did you have a good talk with your "sister"?" Twilight asked. For some reason, Sweetie Belle was overcome with emotion. She ran over to Twilight and embraced her, now unable to control her tears.

"You were right! She doesn't care about me at all!"

"I'm sorry Sweetie Belle," Twilight said softly, "I wish it were different."

"You promise, right?" Sweetie Belle asked, "You'll be my sister now?"

"Of course Sweetie Belle," Twilight said, "You'll never feel lonely again, Sweetie Belle."

As they all went into the chariot, Sweetie Belle stayed close to Twilight. She was the only pony Sweetie Belle could trust. She was her real sister. As the ride went on, Sweetie Belle leaned into Twilight and snuggled next to her.

"I love you... Twilight Sparkle."


	14. Chapter 14

**I just need to stress. I have nothing against Rarity or Fluttershy. In fact, they're my favorite characters. I put them through so much hell in this story because of that very fact. So if it looks like I'm bashing Fluttershy at all in this chapter, I'm not. I spoke to her about it before I did this chapter, and she loved the idea.**

**Fluttershy: Oh yes, I think it's a wonderful idea to show this side of me. It'll show the people out there that even someone like me has problems.**

**Me: I still worry though. I mean, these are serious issues. Are you sure you want your business out there like that?**

**Fluttershy: Well, I am a private pony most of the time, but I'm tired of holding it in. I want somepony to know how much I'm holding in. If... that's okay with you... I hate to use your story to vent...**

**Me: Oh, come here Fluttershy, (hugs her). I am honored that you chose my story to share your insecurities. Here's the next chapter people and ponies alike.**

**Fluttershy: Please enjoy. (bows to readers)**

Chapter 14: I Can Change the Whole World On My Own!

It had been two days since Applejack departed on her journey to Canterlot. She didn't think it was this far away, but then again, every time she and her friends ever went to Canterlot they were either taking a trailer, chariot, or train. She had never tired to walk it before, and she never would again.

At the current moment, she was in a tree trying to get some sleep. Spike had taught her a technique to climb trees that even ponies could use, and ever since then she spent almost as much time in trees as Rainbow Dash (they were perfect for taking naps). She was just waking up when she heard the sounds of galloping. She looked out and saw an army of black soldiers on chariots making their way to Ponyville.

Twilight...

"She's sendin ponies ta go after Ponyville!" Applejack shouted with realization. She was about to rush back to Ponyville, but stopped when she remembered why she was going to Canterlot to begin with.

If she went back to Ponyville, she'd never get to Canterlot. She had no choice. She had to leave Ponyville to Rainbow Dash, Pinkie Pie, and Fluttershy. Hopefully they could fight. Rainbow Dash she wasn't worried about. She'd fight no matter what. Pinkie Pie looked really shaken up though, and with Fluttershy disappearing like that...

Applejack jumped out of the tree and straightened her hat, "Ah gotta mission ta accomplish. Good luck, girls."

Right when she turned though, she saw something really fast approaching her. Something told her that wasn't a good thing. She was about to turn around, but a black beam flew past her from behind. She turned and saw some of those black soldiers galloping towards her firing black beams out at her.

"Shit! They're after _me_!" Applejack shouted. No, she realized, they weren't after her, they were after _all_ of them! They were going back to finish off her friends!

The soldiers immediately reached her and a fight broke out. It ended all too fast however, and a second later, Applejack was thrown onto the ground and the soldiers were tying her legs together, two getting her forelegs, and two getting her back legs. When she looked up again she saw the thing that was going up to her. It was a _pony_. Whoever it was Applejack didn't recognize, and they were riding on some weird bike like thing.

"Well what do you know," the pony said, "The Element of Honesty lives."

"General Scootaloo, what should we do with her?" a soldier asked in a deep and demonic voice. Applejack was shocked when she heard the name, but as they were putting a scarf around her mouth she couldn't call out her name.

"Begin making your way back to Canterlot. I want half of you to meet me in Ponyville. If Applejack is still alive then the other three are still alive as well. I need to see _her_ again before Twilight gets to her," Scootaloo got back on her bike and looked at some of the soldiers, "I expect to get there before you guys, so when you get there, please, get started."

She rode off at high speed, leaving Applejack there with her captors. Good news, she was going to Canterlot, and would probably get there faster.

Bad news... she wasn't going on a rescue mission. In fact, now _she_ needed saving!

* * *

><p>She found herself here a lot. Every night in the same black fog. Ever since the day she pushed Macintosh away. Some nights she just stayed where she was, but some nights she felt a need to explore. This was one such night.<p>

"This darkness..." Fluttershy said to herself, "It's perfect for me. Just like my heart." She couldn't face the world again. She forced herself onto Macintosh, she had impure thoughts about her friend despite knowing the pain she was in, and she still allowed herself to have those horrible fantasies of her and Macintosh together. Even now, she couldn't get those thoughts out of her mind, and she had the audacity to still get hot thinking about it.

_Ohh yes... that's exactly what I want..._

What. Was. That? Fluttershy stopped and looked around. She knew that voice. It was the same as before. It sounded like her voice.

"Who's..."

_I say we go find Macintosh right now, throw him onto a bed, and make sweet love to him..._

"Wh, what!" Fluttershy shouted, now feeling flushed.

"Behind you, sugarplum," a voice said, now sounding like it had form. Fluttershy turned around and saw a sight that gave her a heart attack.

She saw herself...

"You... you're..."

"Surprised to see me? I'm hurt," the Fluttershy look alike said in a fake tone, "And here I thought we were _so_ close. You know, I think Twilight had the right idea."

"Wh, what?" Fluttershy shook her head, "First of all, who are you?"

"Why, I'm you. Well, more so, I'm the more fun version of you," the Fluttershy clone said, "Remember the night at the Gala, when you scared all of those animals away?"

_You're... going... to LOVE ME!_

"That wasn't..." Fluttershy said remembering that horrible night which she tried so hard to forget.

"And then Iron Will's seminars, how he brought out the beast in you?"

_When a pony tries to block... show them that you rock!_

"No... no... no..." Fluttershy cried, now remembering the monster she became, and how she hurt Rarity and Pinkie Pie that day.

"Didn't you ever wonder how Discord was able to control you?" the Fluttershy clone said with a sinister smile, "That was _me_ that day. He set me free."

"You... you hurt Twilight that day! You hurt my friends!"

_Good boy Angel. Momma's _so_ proud._

"Sorry honey, but that wasn't just me, that was both of us."

"No! I would never do or say any of those things!" Fluttershy insisted.

The Fluttershy clone walked toward the real Fluttershy, a saunter much like Rarity. Upon further glance, Fluttershy saw that her clone was wearing pink eye shadow and mascara. Was this the demon inside of her?

"Not alone, honey. That's why I'm here. I'm always here. Whenever there's something going on and you can't face it, you always withdraw into this place, and I take over for us. Sometimes, you and I start working together, just like that night at the Gala," she said walkng by Fluttershy, "You could say I'm the you that's not afraid to admit what we want, like how bad we want Macintosh."

"What does that have-"

"Mmm... just thinking about him makes me _so_ hot. Imagining him lying on top of me, licking my ear, wrapping those _powerful_ forelegs around me, and all of that is before he thrusts his _large_-"

Fluttershy screamed before she could hear anymore. She didn't want to think about that. She _shouldn't_ think about that when the whole world was going to hell.

"STOP IT! That's NOT me! I don't want that!"

"Now you're denying yourself Big Macintosh?" the alternate Fluttershy shook her head, "I'm disappointed in you. There's nothing wrong with getting what you want."

"I don't _want_ that! I don't!"

"Face it, your body craves the demanding force of a stallion, and Macintosh is the only one who can provide."

"I'm not _like_ that! I'm not you! I'm not! I'm NOT!"

"If you're not me, then why do we look so much alike? Just let it out, Fluttershy. Get him. Make him yours. The world can wait."

"How... DARE you say that!" Fluttershy got up and faced her other self, "I am an Element of Harmony! The world can't be put on hold just because you want some stallion to screw you!"

"There, see? That's the fire! That's the same passion that made the Stare! We are the same."

Fluttershy gave a squeal of sadness and fear at that realization. This monster _was_ her. She really was everything that Twilight said she was, and everything that she insisted she wasn't. She was a slut for fantasizing about such horrible things, and she was a monster for what she did to Macintosh.

As she sobbed, the alternate Fluttershy laughed.

"Why?" Fluttershy asked, "Why are you even here?"

"Didn't you _hear_ me? You were having a rough time, and you brought me here. I'm here because you want me to be."

"Go away," Fluttershy begged, "Please, just go away."

"No, I'm not going anywhere," she said turning her nose up in the air, "You're stuck with me, whether you like it or not," she patted Fluttershy on the back, "It's not so bad honey. Monsters like us have more fun anyway."

She trotted away leaving Fluttershy to cry and whimper by herself. Now she _really_ wanted to die. The world would be much better off without her.

Equestria didn't need a whore like her...

* * *

><p>"She still won't come out?" Rainbow Dash asked the manager of the hotel.<p>

"I'm sorry Miss Dash," he said, "But Pinkie Pie insisted on not seeing anypony."

"I see," Rainbow Dash said looking down. Ever since that day Pinkie Pie refused to see anyone. She usually at least let Rainbow Dash in during these times, but this time she didn't even want to see her.

"Well, I guess that's expected," Rainbow Dash said to herself walking out of the hotel, "I wouldn't want to see me either after what I did."

She had asked for few days off from the weather control center, and they gave her an entire week off. That was good, but she was hoping to be back to work by now. Truth was though, she couldn't help but feel like she was forgetting something. There was something she was supposed to do, but she wasn't doing it.

It couldn't be Fluttershy. She had already found her, and she was also isolating herself in her own way. Not by cutting off ties with the world like Pinkie Pie was right now. For Fluttershy, she was withdrawing into herself, and not talking to anypony. The main difference with what they were doing was that Fluttershy actually wanted to tell somepony. She always closed herself off knowing full well that she wanted to tell somepony what was wrong. Pinkie Pie however literally didn't want to talk about it. She was really extroverted, so if she wanted to tell somepony, _every_pony would know in a little while.

After a few minutes Rainbow Dash resolved to go do some flying. That was a good way to clear her head. She took to the skies and was on her way to Cloudsdale, but something on the surface made her stop. She saw a pegasus pony riding into Ponyville on some weird bike like thing. They were wearing all black, and whoever it was, they looked like trouble.

"Better follow 'em," Rainbow Dash said flying after them. Whoever they were, they were fast on that bike looking thing. Rainbow Dash noticed that whoever it was they used their wings while driving.

That seemed familiar somehow.

The mysterious pegasus stopped in front of the last place Rainbow Dash thought she would. She stopped in front of the Cutie Mark Crusaders' tree house. Why there? She actually got off of her bike and looked inside. Okay, this was weird, Rainbow Dash thought. She landed in front of the tree house and got in a fighting stance.

"Okay, you got ten seconds to tell me who the hell you are and why you're here!" Rainbow Dash shouted to the pony. She turned around and looked at Rainbow Dash with a smile, but her visor covered her eyes perfectly. Who was this pony? Why did Rainbow Dash have the strangest feeling that she knew her?

"Rainbow Dash, Equestria's fastest pegasus," the mysterious pegasus said, "How I've waited for this moment."

"Oh really? Glad to see my reputation has been spread out all over Equestria. Did you come to bask in my awesomeness? Sorry, cause I'm not in the mood to have anypony grovel at my feet right now," she had to think about what she just said, "Okay, that's a lie, you may bow to my awesomeness, but keep in mind I'm feeling generous today."

The pegasus laughed, "Grovel at your feet? I'm sorry Dash, but my days of grovelling are over. In fact, I'm here to show you that you _aren't_ the fastest pony in Equestria anymore."

That hit a nerve, and Rainbow Dash glared to the pegasus, "What was that?"

"Starting today, you're second place, while I'm shooting straight for first. _I'm_ the fastest pony in Equestria now, and soon, I'll be the hero that changes the whole world."

"Who the hell do you think you are talking like your some big shot?" Rainbow Dash shouted at her.

"You really don't recognize me?" the pegasus asked, "That's to be expected, after all, the last time you saw me, I was some little filly who couldn't even fly."

It took a second to register, but Rainbow Dash suddenly realized who this might be. But that... was impossible...

It couldn't be...

"H, hold on. You can't be serious."

"I used to be your biggest fan," the pegasus said, shocking Rainbow Dash, "but now I'm your biggest threat."

"No way... no bucking way..." Rainbow Dash said shaking her head. That confirmed it. She did know this pony. She practically _raised_ this pony.

This pony was Scootaloo...

* * *

><p>Pinkie Pie looked in the mirror, at the pony she barely recognized. Her mane had fully straightened now, and her coat was now dull. She was still Pinkie Pie, but not the Pinkie Pie that everypony else knew.<p>

Not too many ponies she knew understood what went into her mind. She may have been overly cheerful, but even she had her limits. In fact, in some ways she was forcing herself a lot of the time. She had a lot of issues that only Rainbow Dash knew. Issues both emotionally...

And mentally...

_Laughter isn't a medicine..._

_It's a curse..._

Pinkie Pie looked around in fear as she heard the dark voice. The same dark voice that she always had to listen to when she had dark thoughts of any kind.

"No... go away!" Pinkie Pie shouted.

_This is easier..._

_Just close off the world..._

_It's ugly anyway..._

"Shut! Up!" Pinkie Pie screamed.

_You can't even trust Rainbow Dash anymore..._

_She betrayed you..._

_Despite being the Element of Loyalty..._

"Sh, she was protecting Fluttershy!" Pinkie Pie backed away from the mirror still looking around, "She... didn't mean... to..."

_Twilight told you though..._

_She would do it..._

_And now Twilight is evil..._

_Applejack wants to kill her..._

_The whole world is dark and ugly..._

"Stop talking! LEAVE ME ALONE!" Pinkie Pie shouted holding her head, "I don't like you! You tell me horrible things about my friends, and tell me to hurt ponies! I HATE YOU!"

_I tell you the truth..._

_As for the ponies you hurt..._

_You did all of that..._

"Leave. Me. ALONE!" Pinkie Pie screamed, now crying on the floor, "I'm not listening to you anymore!"

_Right now I'm all you have left..._

_Unless you want to put your faith in Rainbow Dash again..._

"She'll save me..." Pinkie Pie sobbed, "She always does... Help me... Dashie..."

* * *

><p><em>Help me... Dashie...<em>

Rainbow Dash thought she felt something. Pinkie Pie crying out to her.

"Where do you think you're going?" Scootaloo shouted before Rainbow Dash could fly off, "We're just getting reacquainted."

"Scootaloo, what happened to you?" Rainbow Dash asked, hating that she was making Pinkie Pie wait again, "Why are you... and what are you talking about? This being a hero? Changing the world?"

"It's all thanks to Twilight!" Scootaloo proclaimed, "She did more for me in one day than anypony did for me in ten years!" Scootaloo looked down, "My mom was always drinking! My deadbeat dad didn't do anything but hit mom! Even the kids at school treated me like I was just a piece of shit, all because I didn't know what my special talent was!"

"But you have me, kid!" Rainbow Dash stated, "I always believed in you!"

"BULL. SHIT!" Scootaloo shouted, making Rainbow Dash step back, "All you wanted was somepony to follow you everywhere and stroke your ego! That's the reason why you kept me around!"

"Scootaloo, that's not true! Okay, so you did help my ego, which I thank you for by the way, but I do care about you! Besides, what about Sweetie Belle and Apple Bloo-"

"Don't you DARE say that name to me!" Scootaloo shouted, "She told me we'd be friends forever, and then what does she do? She turns around and ditches me for _Silver Spoon_! If that's what friends are worth, then I don't need them! I don't need Apple Bloom, I don't need my folks, and I don't need you! I'm going to make a new world, one where no one feels alone again! Where no one has to wonder what their special talent is! Where no one has to cry the tears I cried EVERY NIGHT!"

"Scootaloo..." Rainbow Dash had no idea that Scootaloo felt so strongly. She always seemed to brush things off, so Rainbow Dash just assumed that they were alike like that. Apparently not though.

"First, I'm going to beat you!" Scootaloo said walking over to Rainbow Dash, "Then, with the past behind me, I'm going to charge forward to the future!"

"You know I can't let you do this Scootaloo!" Rainbow Dash said walking to her now, "As your friend, and unofficial guardian, I have to knock some sense into you, and if this is the only way to do it, then I'm not losing this race!"

"Then bring it, Rainbow Dash!"

For a second, the two pegasi just stood there glaring at each other (Rainbow Dash still couldn't see Scootaloo's eyes through the helmet though), but then they instantly took to the skies and flew off. They indistinctly knew the route, but that wasn't important. What was important was that they proved who was faster.

For a long time, the two of them alternated with who was in front, but it was always a close race. Rainbow Dash knew that even if she was using magic, Scootaloo wasn't as trained in flying as she was. If she lead her to Ghastly Gorge, then she might be able to slow her down.

Once there, Rainbow Dash flew through the small crevices and tight spaces with ease, confident that Scootaloo would be stuck. She'd fly back and help her in a little while, after she proved her point.

A point that was missed completely. Scootaloo ducked, dodged, flipped and dived in and out of the Gorge with ease Just as much ease as Rainbow Dash.

"How the hell!" Rainbow Dash cried out.

"I had a lot of time to practice on my scooter!" Scootaloo shouted flying next to Rainbow Dash, "Even if I couldn't fly, I could still move! After all, that is my talent!"

"You're what?" that was when Rainbow Dash noticed the mark on her flank. The trail of fire...

Her Cutie Mark.

"You got your Cutie Mark?" Rainbow Dash asked, wavering between happiness and fear.

"Twilight showed me all of my accomplishments with a spell, and I realized what I was supposed to do! I'm just like you, Rainbow Dash, only stronger, better, _and_ faster!"

"Until you can prove that then you're all talk! I gloat, but when you're as awesome as me, you have a reason to gloat!" Rainbow Dash then picked up speed. If Scootaloo was going to talk the talk, she had to trot the trot as well. And that meant she had to really beat her.

Amazingly, Scootaloo was right next to her a second later. This was getting serious. Scootaloo just might be able to win this.

No, there was one thing she could do to insure her victory. No pony alive could beat this, no matter how fast. If she was going to win this race, she needed to do a Sonic Rainboom.

Rainbow Dash picked up even more speed, this time not stopping. She had to go faster. In order to reach that speed, she to be flying at more than 800 miles per hour. As she picked up speed, she saw Scootaloo _still_ right behind her, and she was catching up.

Not this time. You lose, Rainbow Dash thought.

Faster...

Faster...

Faster...

BOOM!

An explosion of multiple colors pushed Rainbow Dash faster than ever. This speed she only reached three times before this. Once when she was little, again two years ago to save Rarity, and again last year at Princess Cadence's wedding. She felt so alive at this speed. This was where she needed to-

BOOOOOOOOM!

Another explosion was heard, and Rainbow Dash noticed something flying after her. It was _Scootaloo_! She had a trail of fire behind her, and she was catching up, _easily._ Rainbow Dash tried to fly faster, but she reached her top speed. Scootaloo on the other hoof, was actually _passing_ her.

Once she flew past Rainbow Dash, she dived down into the forest. Rainbow Dash flew after her, but an explosion pushed her back, causing her to fall down awkwardly. She didn't break anything thankfully, but she was in a lot of pain.

When she looked up she saw the forest ablaze. This was because of Scootaloo's trail! Rainbow Dash looked forward and saw Scootaloo trotting towards her.

"Do you see now?" Scootaloo asked darkly, "Do you finally understand? You _can't_ stop me. The student has outmatched the teacher."

"Scootaloo, you're not thinking clearly," Rainbow Dash tried to reason, but Scootaloo shook her head.

"I'm thinking clearer than I've ever thought in my life. This demon you're looking at is the real me. The race has started and I don't plan on stopping until I reach the finish line, and I plan on coming in FIRST!"

It began to rain, putting out the fire around them (the pegasi must have seen the fire from Cloudsdale). Rainbow Dash tried to get up, but she fell down instantly. She was so tired.

"Don't bother getting up," Scootaloo said, "My men should be here any second to finish you off."

"Finish me off?" Rainbow Dash asked looking up, "But why would you..."

"Because Twilight told me to, and she's just a means to getting what I want. All ponies to me from here on out are pawns in _my_ game, _my_ plan. All you are to me, is a symbol of my past that I'm letting go."

"Damn it Scootaloo..." Rainbow Dash said before falling to the ground exhausted. Her sight was getting blurry. She couldn't even think anymore.

"Pinkie... Pie..." Rainbow Dash said before she saw black.

* * *

><p>As Scootaloo walked out of the forest, she saw her men now walking into Ponyville. She took one last look at the forest, and at the pony she left behind inside.<p>

"Good bye, Rainbow _Crash_," she said spitefully before turning her back to the forest again and trotting off, permanently leaving her past behind her.


	15. Chapter 15

**This chapter actually begins around the same time that Rainbow Dash is tailing Scootaloo.**

**Also, since Fluttershy's house is further away from Ponyville, she wouldn't immediately know if something is wrong in town. In fact, I'm assuming she would be the last one to find out. Just a note.**

Chapter 15: Save Me From Myself

"Fluttershy, it's me," Big Macintosh called out from outside her place, "Ah wanted to check on ya. Could ya open up?" a few seconds later, the door opened, but Angel was the one who opened the door. That couldn't be a good sign.

"Ahh, Angel," Macintosh said, "Is Fluttershy around?" Angel nodded, but he didn't look happy, "She's okay, right?"

Angel shook his head and lead Macintosh inside. The whole place didn't look as well kept, meaning Fluttershy had opted to not clean today. When he got to her room, he saw her sitting up on her bed, but her back was turned to the door.

"Who is it?" Fluttershy asked softly. Angel hopped over to Fluttershy and whispered something in her ear. What happened next though Macintosh wasn't ready for. She stiffened, and then began to moan in pain, "Leave..."

"Fluttershy, Ah can't do that this time. Not till ya tell me what's wrong," Macintosh said, "Ah can't stand seein ya suffer like this. Ya know ya talk to me."

"Leave... please!" Fluttershy cried, her voice beginning to raise. She was getting upset, which Macintosh sort of expected would happen, but he didn't plan on leaving this time until he got some answers. Not just for himself, but for Equestria too.

"Ever since that day in the barn you've been acting like somethin's botherin you, and whatever it is it's serious. First ya off, then ya tryin ta kill yerself, an now this? Even yer animal friends 're worried about ya."

"I can't talk to you about it," Fluttershy said, confusing Macintosh even more.

"Why not? Are ya embarrassed for actin out? Ah ain't upset at ya fer-"

"I can't tell you because _you're _a part of the problem!" she gasped when she said that, as if she didn't mean to say all of that. Macintosh was shocked, but truth was, he was beginning to understand what was wrong. He just needed to get her to say it.

"Fluttershy-"

"GO AWAY!" she shouted rushing to him and trying to push him out of her room, "Leave me alone! I'm not facing it again!"

Eventually he relented and stepped outside of her room, and she immediately closed the door and locked it. From outside he could hear her crying through the door, which only made him even more sure of what he was doing.

"Ah'm sorry Fluttershy, but this time Ah ain't leavin. Ah ain't lettin ya fall further inta yerself. Ah'll be right here when yer ready ta talk," Macintosh said getting comfortable. He knew it was a mistake leaving her the last time. If he was the problem, then he was about to become the solution.

He'd save her, even if he had to save her from herself.

* * *

><p>Lezard was a genius! He knew that Twilight's men were going to be heading to Ponyville, so stowing away inside their carriages was a smart idea. The one thing they didn't expect was when they stopped.<p>

Apple Bloom had been listening the whole time, so she heard Applejack. At first she was just happy to see that she was alive, but now she was in danger. She and Lezard had a bit of a small argument on whether or not they should save her or continue the journey to Ponyville.

In the end, Apple Bloom won out.

"Are you absolutely sure about this?" Lezard asked as the two ponies and baby dragon hid in a carriage, "You do realize the longer we take here the closer Twilight is to Fillydelphia."

"Ah know that!" Apple Bloom whispered, "But that's mah sistur over there. Ah ain't leavin her. Ah already had ta abandon Rarity."

Spike looked down hearing her name. Apparently he was still upset about that.

"Well then, Spike and I will create a diversion. Once the guards have left, you need to go over there and untie your sister," Lezard said turning to Spike, "Is that alright with you?"

"Yeah, definitely," Spike said perking up. Lezard and Spike walked off, and Apple Bloom began making her way around to where Applejack was. It was a sight Apple Bloom never thought she'd see. Applejack was always the epitome of strength. Right now though, she looked utterly helpless. She was still tied up in the same manner, but now the rope binding her forelegs was wrapped to a tree, preventing her from escaping. Every now and again she would struggle to get free again, but Apple Bloom knew it was pointless.

"Fightin till the bitter end, huh sis?" Apple Bloom said to herself. She noticed two of the guards approaching her, and one of them was charging up those black eye beams.

"The Queen ordered us to take her to Canterlot!" The guard not charging up said.

"But she is the Element of Honesty. If we let her live, she may escape and attack the queen. We should kill her now before she has the chance."

Apple Bloom heard Applejack scream a bit. Shoot, this was getting bad. Hurry guys, Apple Bloom thought.

Just before he could fire at Applejack, lightning bolts came down on top of the camp site, disrupting the guards. At the same time, a green fire was seen burning the guards from another end of the camp. Applejack looked shocked, but the guards near her weren't moving.

"Looks like she has friends!" the guard charging up said, "I'm doing this before they get the chance!"

No... No! "NO!" Apple Bloom shouted running over to them and tackling the guard away from Applejack. The other guard pulled out a sword with his mouth and began making his way to Apple Bloom.

Apple Bloom saw that the guard she tackled dropped his sword. Could she use it? Only one way to find out. She rolled over to the sword and picked it up with her mouth. Instantly, knowledge of how to use a sword came to her as if instinct. She then turned to the guard and a sword fight ensued. She had no idea how she knew what to do, but she didn't care. Her sister needed her.

* * *

><p>"Applejack!" she heard Spike call out, taking her attention from the mysterious pony fighting the black soldier.<p>

"Spike?" she asked once he got that scarf out of her mouth, "What're ya doin here?"

"Saving you, duh!" Spike said now untying her. Once she was free she got up just in time to meet another strange pony. This one looked like a scholar of some sort.

"Are you Applejack, Element of Honesty?" he asked her.

"Yeah, that's me, but who the Sam hill are you?" Applejack asked, not meaning to be rude, but the whole thing was kind of strange.

"My name is Lezard Chronostar," the magician said, "We were on our way to Ponyville when we saw you in danger. My associates here insisted on stopping to save you."

"Well, Ah thank ya kindly," Applejack said picking up her hat and putting it on. She then looked at the fight in front of her again, amazed at how well the pony in the red dress was fighting. Whoever she was she must have been a trained soldier of some sort, cause she handled that blade too well for it to be her first time.

But why did Applejack feel like she knew her?

She noticed the second guard getting up and about to attack the yellow swordsmare. Applejack wasn't about to let the pony who saved her life die before she got the chance to thank her. Applejack charged over to the soldier and buck kicked him to the ground.

"Ya need ta be more careful!" Applejack said to the swordsmare, "Ah thought you soldier types were trained ta be aware of yer surroundins?"

"Ahh shaddup!" the swordsmare said before continuing her fight. _That_ sounded really familiar. In fact, it sounded just like something Apple Bloom would say. But Apple Bloom was only ten. This pony had to be about twenty something.

Lezard and Spike continued to cast spells, pushing the forces back. Eventually Applejack and the swordsmare defeated their opponents, and all was quiet.

Applejack went over to the guard she defeated and took his sheath and gave it to the swordsmare, "Just in case ya wanted ta keep it."

"Uh... thanks..." she said taking the sheath, "Spike, help me out wit this, will ya?"

"Yes ma'am," Spike said walking over to the swordsmare and strapping the sheath to her side.

"Ya sound like ya from Applelossa," Applejack said once she noticed the accent.

"Oh, uh, yeah..." she swordsmare said not looking at Applejack. She seemed awkward for some reason.

"Hey, have we ever met before?" Applejack asked her savior.

"No," the swordsmare said quickly, "I'm afraid we've never met before, miss," Applejack noticed that her accent was gone for some reason. This was beginning to sound really familiar, but there wasn't a way for that to be. But that sounded so much like her...

"Ah see, well then, mah name's Applejack. Nice ta meet ya," she held her hoof out. For a long time the swordsmare just stared at her hoof, as if thinking, but eventually she touched hooves with Applejack.

"Cider," the pony said, apparently introducing herself.

"Nice ta meed ya Cider," Applejack said. It looked like Spike was about to say something, but Lezard pushed him back silencing him. They knew something.

"Cider, we need to hurry to Ponyville," Lezard said, "I can enchant a carriage so it'll move on it's own."

"Perfect," Cider said, turning to Applejack again, "Ya need ta get ta Canterlot. Twilight's out, but Rarity is still there."

"Wait, how do ya know-"

"None of that matters!" Cider shouted, shocking Applejack, "Just please, save her."

"What about mah sistur!" Applejack shouted, then realizing that Cider might not know who she's talking about, "She's got a yellow coat, red mane, and is about ten years old. She ain't got her Cutie Mark yet. In fact, she looks a lot like a younger version of you," Applejack said, noticing that she stiffened a bit.

"She's fine," Cider said, "She's in a safe place right now. Just save Rarity, we'll take care of Ponyville," before Applejack could say anything, Cider, Spike, and Lezard got in the carriage.

"Hold up, why are ya traveling wit them, Spike?" Applejack asked.

"It's... complicated," Spike said, "Just promise me that you'll save Rarity!"

"Ah... promise, but-"

The carriage began to move, and they were heading off, leaving Applejack by herself to ponder. Who was that mare? And why did she lie about whether or not they met before. She would have remembered meeting a pony like that.

But Applejack knew a lier when she saw one, and she _did_ lie.

* * *

><p>Angel was pulling at her wings trying to get her to go outside. She knew he was telling her to talk to Macintosh, but she couldn't. She couldn't face him.<p>

"No..." she said shaking her head. Angel crossed his arms and tapped his foot rapidly, "I'm not going out there. I'll just hurt him again," Angel made an aggravated sound, "I know he's hurting right now, but if he enters my world he's just going to get even more hurt. No one needs to enter my world."

Angel sighed, and then hopped over to her dresser and picked up a small pink book. He then put it in front of her and opened it to an entry from four years ago. Fluttershy looked at the entry, but then shook her head and turned away.

"No..." she moaned, "I'm not..." Angel slammed his paw on the page making an angry sound. She looked at him and met his eyes, understanding exactly what he was saying.

You need to face it...

She was still terrified, but she slowly lowered her eyes and looked at the entry in the book.

~_April 4__th__, 2016_

_I can't believe what happened! I can barely write today!_

_All I wanted to do was make sure the chickens were fed. But then I was assaulted, and he did _things_ to me. I had never been so afraid before in my entire life._

_The thing that hurts the most though, is when he said that I enjoyed it. Truth is, and please don't tell anyone about this._

_I think I did._

_I'm never telling anyone about that day! I'll carry this secret with me to my grave! Not even Rainbow Dash or Rarity will know! Tomorrow I'm going to do my usual routine, and act like it never happened._

As she read it, the fear came back. The sadness, the anger, all of those emotions. She also felt the weight of holding it in for four years. She looked at Angel, who still looked serious, but also worried.

"Oh Angel," Fluttershy said wrapping her forelegs around her closest friend. He was the only one who knew everything, but it wasn't enough anymore. Fluttershy looked at the door, remembering who was outside.

She couldn't believe what she was doing. Before she knew it she was trotting to the door. When she opened it she saw him lying on the floor resting. He looked up and met eyes with her. He looked so concerned, he really cared about her.

Maybe he even... loved her...

"Are ya feelin better now?" he asked in his deep voice. The second he asked that, her emotions picked up and the tears came. But she wouldn't break eye contact with him, not this time.

"Help me!" Fluttershy sobbed, "Please!"

Macintosh trotted over to Fluttershy and held her as she cried, "It's okay Fluttershy, just let it out," he said holding her. They stayed like that for a good few minutes, each tear a weight lifted for Fluttershy.

* * *

><p>After she calmed down a bit, Fluttershy sat Macintosh down in her room, where she finally told him what happened, and why she was so upset.<p>

"So you were _raped_?" Macintosh asked, now looked really shocked, "Do ya know who did it?"

"No, I don't," she said shaking her head, "It was four years ago, so I'm sure he's either gone now, or in jail for raping someone else."

"But Ah don't fully understand. What does that have ta do with-"

"_Everything_," Fluttershy said, "You see, when he did it, I... I..."

"Fluttershy, it's okay if you were traumatized. After all, he-"

"No, you don't understand!" Fluttershy cried, "I didn't hate it! I wasn't in pain! I love it!" she then broke down into sobs of sadness and shame.

"Fl, Fluttershy! Are ya... serious?" he asked as if he couldn't believe it.

"I _was _scared," Fluttershy said, "But a part of me thought it was thrilling," she looked away, "And ever since then, I've always fantasized about it. My body craves it. I HATE it!" Fluttershy looked away, "I feel so dirty! I even looked at Pinkie Pie when she was getting tortured and part of me actually wanted to switch places with her!"

"Oh, Fluttershy..."

"So now you know! I'm a whore! A slut! I'm filthy!"

"But what Ah don't know is why you forced yerself onto me in the barn. That Fluttershy wasn't the Fluttershy I know."

"Yes... she was," Macintosh looked a little confused, "Because those fantasies I told you about, you're always in them. I was under a spell that night, but everything I did and said I've wanted to do!"

"So it's true," Macintosh said with a nod, "You _are_ in love with..."

Fluttershy nodded, still unable to look at him, "I am. I've loved you the moment I met you. But I love you too much. You drive me absolutely insane! I can't allow myself to have you, not now, not ever. Besides, you wouldn't want me. Not after finding out everything about me, and who I really am. How could you want to be with a mare as dirty as-"

It happened too fast. She didn't even register the moment it happened. All of a sudden, their lips were touching. _He_ kissed _her_! But why? She wasn't good for him. She would just ruin him. This wasn't right. It wasn't! But why couldn't she tear away? Why couldn't she push him off of her. She wanted this.

_Yes... Yes! YES! This is what we want! What I want!_

After a few minutes, they parted ways and looked into each other's eyes, "Why do you do that to yerself?" Macintosh asked, "You are so beautiful, both inside and out, yet you tear yerself down so much it's heart wrenching."

"But it's true. Everything I said," Fluttershy turned away, "I don't deserve you."

"Why not?" Macintosh asked, "Honestly, Ah don't know why yer so hard on yerself. What happened four years ago was horrible, but the fact you got a little peasure out of it doesn't make you a bad pony. At least you weren't hurt. Yer not a whore. Yer different, yeah, but different is good. It's exciting. And this whole 'ya don't deserve me' bit, what about what Ah want? Maybe Ah don't want no normal mare. Maybe Ah want somepony who's... different. Special actually."

"Macintosh..." it was too much for her. She couldn't believe what he was saying. This had to be a dream.

"Fluttershy, if ya want something, ya should take it. Somethin's goin down in Equestria, and if ya don't take it now, ya might miss yer chance."

That was basically what her other self said to her, she thought. She _did _want Macintosh, but should she take him? Was it right? Was it time?

_Screw whether or not it's right! You love him! You spend so much time being nice to everyone else, be nice you yourself for a change!_

That voice in her head was right. She needed to be nice to the pony that should have always been important. She needed to be nice to the mare in the mirror. To _herself_.

This time, she didn't say anything. She knew that if she did, it wouldn't be enough. She kissed him, this time pushing him onto the bed, and getting the moment she wanted. It was time she did something for herself for a change.

Maybe the world _could_ wait fifteen minutes...

* * *

><p>After they were done, they rested in her bed together. Fluttershy couldn't believe she wasn't dreaming. It felt too perfect. It was everything she had hoped it would be and more. She turned to look at him. He never gave up on her. Even after she pushed him away, he came back, and literally forced his way into her heart. He was perfect. And he was <em>hers<em> now.

She got out of the bed slowly as to now wake him up. She then looked in the mirror, imagining she was talking to the pony in her dream.

"I'm sorry I was so mean to you," Fluttershy said, "You were right, in your own way. I may be the Element of Kindness, but that doesn't mean I should forget about myself. Even Rarity takes time out for herself, and her Element is all about giving," she closed her eyes and smiled, "Rarity once told me that she couldn't give anything to anypony if she didn't have anything for herself. At first I didn't understand that, but I think I do now. What you were trying to tell me was that I can't love anypony if I don't love myself first. Well, from now on, I'm going to try and do that. Let's live together from now on, okay?" she asked. As if getting an answer, the Element of Kindness began to glow on her dresser. Fluttershy trotted over to it, confused as to why it was glowing. The second she picked it up though, the glow got bigger.

Fluttershy then felt a surge of power. It was a nice feeling, warm, and comforting. She then felt something like armor forming around her. When the glow stopped, she looked at herself in awe. She _was_ wearing armor now. It was green and yellow, and looked a little like her Gala Dress. The armor covered her front legs and feet, her upper body and wings, and her back legs had armored shoes on too. There was a long train like her Gala Dress that flowed down over her back legs, and on her chest was a symbol that looked like a pink butterfly.

"What in the world?" she asked looking at herself.

"Fluttershy?"she heard Macintosh say. She turned around and saw him looking at her in amazement, "Where did that armor come from?"

"I don't..." she was about to say, but she had a small idea. Did this have something to do with Twilight? Did this happen because of what she and Macintosh did?

Before she could say anything else though, an explosion was heard. Fluttershy and Macintosh looked outside and saw the Whitetail Forest, only it was on fire!

"Fluttershy, you need to go!" Macintosh said, "Ah think this is a sign. Ah don't know what's goin on, but Ah get the feelin Equestria needs the Elements of Harmony."

Fluttershy nodded and opened the window, "I love you, Macintosh," she said before flying off. She didn't need to hear it from him. She already knew how he felt. Besides, she had a mission to get to. Something happened in the Whitetail Woods, and she needed to investigate.

When she got there she saw Rainbow Dash lying on the ground. It was raining in the woods now, so the fire was out, but Rainbow Dash looked really bad.

"Rainbow Dash!" Fluttershy cried out flying over to her fallen friend. Thankfully she still had a pulse. What happened? Black soldiers walked out of the shadows towards them. Fluttershy was terrified, but somehow, she still felt the drive to fight.

"You... did you do this?" Fluttershy asked them, only getting silence, "How DARE you hurt my friend! I may hate violence, but I hate my friends being hurt _a lot_ more!"

Two of the soldiers fired black beams out of their eyes at Fluttershy, but she did an elegant flip out of the way. She didn't know what she was doing anymore. She wasn't a fighter, but somehow, she knew. Somehow...

She closed her eyes, and acted naturally. She flew over to the soldiers that fired at her, and stepped on their heads knocking them to the ground. She then spun around on her front hoof kicking two more soldiers away. There were three more soldiers left, and they were slowly approaching her.

Fluttershy closed her eyes again, letting the power of the Element of Kindness fill her. She then stood on her hind legs and pointed her forelegs forward, somehow creating a _tornado_ that pushed the soldiers back. The soldiers must have been made of magic, because she noticed they slowly dispersed into the ground. Fluttershy took that as her chance to wake up Rainbow Dash.

"Rainbow Dash, wake up!" Fluttershy urged. She breathed a sigh of relief when Rainbow Dash stirred herself awake.

"Fluttershy?" Rainbow Dash asked, shocked when she noticed her attire, "Where did you get that armor?"

"The Element of Kindness made it, I think," Fluttershy explained, "But what happened here? Why were you lying on the ground?"

"Scootaloo..." Rainbow Dash said looking down, "Twilight did something weird to her and made her an adult mare. She..." Rainbow Dash then looked up in fear as if realizing something, "I need to go!"

"Go? Where?" Fluttershy asked.

"Pinkie Pie needs me! I have to save her! Fluttershy, I think she sent ponies after us!"

"If that's true, then we better move!" Fluttershy stated.

"I'll lead the way. Try to keep up!" Rainbow Dash said taking to the skies. Fluttershy flew after her as fast as she could, praying that this time they'd make it to protect Pinkie Pie in time.

* * *

><p>The carriage slowed down to a stop, and Apple Bloom, Spike, and Lezard got out and walked into Ponyville. It was getting dark when they arrived.<p>

"Think we made it in time?" Apple Bloom asked.

"I certainly hope so," Lezard said.

"Guys, look!" Spike cried out, pointing to something to the side. Apple Bloom and Lezard looked and saw the same carriages they used to get here.

"They're already here," Lezard stated, "We need to clear out the soldiers here first before we can get to Fillydelphia."

"Ya'll two check out the town!" Apple Bloom commanded, "Ah'll meet up wit ya in a bit!"

"Where are you going?" Spike asked.

"If Scootaloo is already here, then Ah need ta make sure a friend of mine is safe!"

"Meet up with us at the town square when you're done," Lezard said. Apple Bloom nodded and the three of them parted way, Spike and Lezard going to find the other Elements of Harmony, and Apple Bloom off to find the friend that started her on this journey.

She needed to find Silver Spoon.


	16. Chapter 16

Chapter 16: Battle for Ponyville

It just wasn't the same without Apple Bloom. She should have been used to life with Diamond Tiara, she had dealt with it before. But now she had seen what a true friend was, and felt it. She also knew that Diamond Tiara, wasn't it.

"Ugh, come on Silver Spoon!" Diamond Tiara whined, "I want to get there today!"

"Right... Diamond Tiara..." Silver Spoon groaned. The sun had finally set, and they were just heading back to Diamond Tiara's place. They were coordinating their outfits for the beauty contest, which meant that whatever Diamond Tiara picked, Silver Spoon had to wear the second best.

Why couldn't _she_ be number one for a change?

"Those blank flanks haven't come back yet?" Diamond Tiara asked.

"N, not that I know of," Silver Spoon said. Everypony was concerned when Sweetie Belle and Scootaloo vanished. Scootaloo's parents didn't seem to concerned, but her dad was heard mentioning that he wanted to "teach her a lesson". Sweetie Belle's parents were besides themselves, especially when they couldn't reach Rarity either. Cherrilee was really concerned when Apple Bloom didn't come into school, but Granny Smith told her that Apple Bloom was okay. Silver Spoon knew better though. Something told her that Apple Bloom might be in trouble.

"Hmph, personally I think Ponyville is better off without them," Diamond Tiara said, hurting Silver Spoon, "The nerve. Ten years old and still blank? Ha, they should have just been like me and got theirs early. At this rate, they'll be blank forever," she was so into herself that she didn't notice that Silver Spoon stopped walking.

"How dare you..." Silver Spoon said seriously. Diamond Tiara turned to Silver Spoon looking offended.

"Um, excuse me?" Diamond Tiara asked.

"You DON'T know them, especially not Apple Bloom! Sure they don't have their Cutie Marks, but at least they're true friends! What they lack on their flanks they make up in their hearts, unlike _you_!"

"S, Silver Spoon! Where is all of this coming from?" Diamond Tiara asked.

"I'm tired of you! I listen to you whine and complain, and talk about how amazing your Cutie Mark is, but tell me, what does it mean? What talent do you have to show for it? I'll tell you what your talent is, it's being phony and a stuck up brat! If you want to win that stupid beauty contest, then you're doing it yourself! I'm not going to be a stepping stone for you!"

With that Silver Spoon ran off. Diamond Tiara called out to her a few times, but she didn't care. She was finally free. She didn't care that their parents worked together; her parents were hardly home anyway. She just wanted to get away. She wanted her real friend back. She wanted _Apple Bloom_.

She ran all the way to the stage Apple Bloom made. Once there she fell to the ground and screamed as loud as she could to let out the pain and frustration. She didn't cry after she was done, she wasn't sad in the slightest. She was just angry. When she was done she just stood up and allowed herself to feel out her emotions.

She then heard trotting. Whoever it was they were wearing some sort of armor. Silver Spoon turned around slowly and saw five black soldiers walking up to her, three of them holding blades in their mouths, and two of them building up energy in their eyes.

Silver Spoon backed away from them. Something told her that they weren't there to say hi. She turned around and held her hooves up in fear as the soldiers lunged after her, but they never came to her. Instead she heard a fight break out. Silver Spoon slowly opened her eyes and saw somepony in a red dress fighting the soldiers with a blade. As she was fighting, Silver Spoon got a good look at her. She looked so much like...

The soldiers fell all too soon, and the mare sheathed her sword turning to Silver Spoon. As she looked at her, it became all the more apparent, but there was no possible way.

"Are ya alright?" the mysterious mare asked.

"Who..." Silver Spoon asked, making the mare laugh a bit.

"It's me, Silver Spoon. Ah came back, jus like Ah promised," the mare said, confirming what Silver Spoon thought. It was her...

Silver Spoon's breathing picked up a bit, and then she ran over to the now (strangely) grown up Apple Bloom.

"Apple Bloom!" Silver Spoon cried out as she embraced her friend.

"Ah'm shocked," Apple Bloom said laughing, "Ya really recognize me?"

"Well I'm a little confused," Silver Spoon admitted, "But you came back, so I'm happy."

"Ah just wish Ah wus back on better terms," Apple Bloom said letting got of Silver Spoon, "Ah gotta find the Elements of Harmony? Do ya know where Pinkie Pie, Rainbow Dash, and Fluttershy are?"

Silver Spoon nodded, "Pinkie Pie should be pretty close, but why?"

"She's in danger. Where is she?" Apple Bloom asked.

"Um, she's staying at Ponyville hotel, but-" Apple Bloom darted off the second she heard that, "Apple Bloom, where are you going?"

"Ah gotta protect her!" Apple Bloom stopped and turned to Silver Spoon, "Ah'm sorry, but Ah got a mission. Ah gotta stop Twilight no matter what!" she then turned and ran off. Silver Spoon was scared now. What happened to Apple Bloom? Why was she so old?

And what happened to Twilight?

* * *

><p>Rainbow Dash and Fluttershy landed back in Ponyville and were running back to the hotel. As they ran, they saw the black soldiers from before everywhere destroying the town and even attacking ponies. They heard Lyra and Bon Bon screaming in the distance.<p>

"Shoot!" Rainbow Dash shouted as they turned in their direction, "Fluttershy, stay here! I'll-"

Before Rainbow Dash could finish, Fluttershy was off, flying over to the building they were behind. All Rainbow Dash saw were the soldiers being kicked away, and a second later Fluttershy was escorting Lyra and Bon Bon out.

"Are you two okay?" Fluttershy asked.

"Y, yeah," Lyra said, clearly taken aback. Whatever Rainbow Dash missed had to have been amazing (for Fluttershy at least).

"You two need to get out of Ponyville," Fluttershy stated, "Rainbow Dash and I will save the town."

"Right," Bon Bon said running off, Lyra following after her. Rainbow Dash ran over to Fluttershy after they left.

"What did you do?" Rainbow Dash asked.

"I don't know," Fluttershy said looking down nervously, "My body just... reacted. I didn't mean to..."

"Hey, hey, it's okay," Rainbow Dash said, "Look, you saved them. That's fine, even if you used violence to do it."

"Y, your right..." Fluttershy said softly. They then heard an explosion in the direction of the hotel. Rainbow Dash's heart went into her stomach.

"No... NO!" Rainbow Dash shouted before flying off to the hotel. When she got there, she saw the hotel was destroyed, and Pinkie Pie was gone. Rainbow Dash's mind was going a mile a minute. Where was she? Where was Pinkie Pie?

"Damn it! We're too late!" Rainbow Dash heard next to her. She looked and saw a new pony she had never seen before. Some unicorn wearing glasses. The odd thing that caught her eye was the purple dragon riding on his back.

"Spike?" Rainbow Dash asked running to them.

"Rainbow Dash!" Spike called out jumping off of the new pony and running to Rainbow Dash hugging her, "You're alive! Twilight said she killed you!"

"Aw Spike, I'm too awesome to die," Rainbow Dash bragged. Fluttershy flew in a second later and trotted over to them.

"Spike? When did you get here?" she asked.

"Fluttershy? What are you wearing?" Spike asked, but the unicorn he came with was staring at Fluttershy intently.

"You, miss," he asked, catching Fluttershy's attention.

"Yes?"

"You wouldn't by any chance be one of the Elements of Harmony, would you?"

"Why, yes I am," Fluttershy explained, "Rainbow Dash is one too."

"Which Elements do you both represent?" he questioned, frustrating Rainbow Dash.

"Look, I know this is real fascinating, but I need to find Pinkie Pie!" Rainbow Dash shouted about to run off.

"If you want to rescue your friend and save this town, then I advice that you listen to me," the strange pony said.

"Answer him," a new voice said, coming from a mare Rainbow Dash normally wouldn't have recognized, but after a second she registered who it was.

"Hold on, Apple Bloom?" Rainbow Dash asked, shocking the now grown Apple Bloom a little, "I saw Scootaloo, and she was aged too."

"Well, that save's us time," Apple Bloom stated, "But listen, Lezard here knows a lot about ancient magic, an' he's got a lot o' know how when it comes ta things like the Elements. Spike and I wouldn't have gotten here so fast if it weren't for him."

"Okay, _Lezard_," Rainbow Dash spat in frustration, "Real fast, she's Kindness, I'm Loyalty, _now_ can we go!"

"I see," Lezard said looking down. He then walked over to Fluttershy, "You've learned the true meaning of Kindness then, that's why the armor appeared."

"The... true meaning of Kindness?" Fluttershy asked.

"It's said that the Elements of Harmony will evolve when we Equestria needs them most," Lezard explained, now turning to Rainbow Dash, "But you haven't evolved yet, which means you're not being truly loyal."

"Hold up!" Rainbow Dash said now pissed, "Who are you to say I'm not being loyal? I'm the most loyal pony in Equestria!"

"Clearly not!" Lezard said, shocking _everyone_, "If you were, then the Element of Loyalty would have evolved by now!" that statement hurt a lot, and Rainbow Dash looked down in anger, "I'm not trying to put you down. I'm just speaking as a stallion who knows what he's talking about, and as a pony who wants to live. If we're going to survive, then we need all the Elements of Harmony to evolve, including you."

"The pony I need to save is one too," Rainbow Dash said seriously, still not looking up, "Her's is Laughter, but she won't ever laugh again after what _I _did to her..." Rainbow Dash was beginning to wonder if her Element wasn't evolved yet because of what she did. How could she have made a choice though? It was either Pinkie Pie or Fluttershy, and Fluttershy's _life_ was on the line. But maybe she should have found another way.

If that was true, then she'd never evolve.

"We need ta find Pinkie Pie," Apple Bloom said, "Ah say we split up an' look fer her."

"Agreed," Lezard said, "This town doesn't look to big. If we do that we're sure to find her."

"Then I'm going!" Rainbow Dash shouted flying off. She didn't plan on waiting for them to decide which way to go. Besides, she knew _she_ could find Pinkie Pie. They had... a connection.

* * *

><p>"Let me go!" Pinkie Pie urged her captor, which she knew was Scootaloo. She realized that after she was taken to the Cutie Mark Crusader's tree house. Scootaloo tied her up in a corner and then sat off near the door.<p>

"Sorry Pinkie, but I'm not doing that. Not now, and not ever. Twilight wants you dead, and _I_ need you as collateral."

"Scootaloo, this isn't you! You're not an evil meanie pants! You're sweet, and loyal, and-"

"SHUT UP!" Scootaloo shouted, scaring Pinkie Pie, "Don't act like you know me! You don't a damn thing about me! You and Rainbow Dash are the same. So wrapped up in your own little world that you can't even be bothered with the ponies around you, but the second they threaten your life suddenly you _care_. Well _I_ don't care about anyone _anymore_! All that matters in my world is _me_!"

"Is that really how you feel?" they heard Rainbow Dash ask by the door. Pinkie Pie's heart leaped when she saw Rainbow Dash.

"Dashie!" Pinkie Pie cried out happily, silently telling the voices in her head to shut up now. See? She _did_ come.

"Oh hoh, Rainbow Dash, I'm surprised you're still alive. But then again, I did suspect you lived, but I'm not here for you right now," Scootaloo said trotting over to Rainbow Dash.

"Well too bad, cause I'm here," Rainbow Dash said, "And I'm not leaving without Pinkie Pie!"

"Screw that," Scootaloo said with a laugh, "If I have my way, you're not _living _past the next five minutes!" with that Scootaloo kicked Rainbow Dash out of the tree house.

"Dashie!" Pinkie Pie screamed as Scootaloo walked to the door.

"Don't go anywhere," Scootaloo taunted, "I'll be back in a bit."

Pinkie Pie shook her head in fear. Rainbow Dash had to win. She had to.

_She'd going to die..._

"No... she'll... save me..." Pinkie Pie said weakly, partially trying to convince herself as the whole room turned dark around her. She couldn't fall back into that place. She worked so hard to get out of there.

* * *

><p>Apple Bloom had run through all of Ponyville, and still hadn't found Pinkie Pie or Scootaloo. What was the one place she hadn't looked yet?<p>

"Apple Bloom!" Silver Spoon called out running over to her.

"Silver Spoon? It ain't safe here!" Apple Bloom said, "Ya need ta get inside!"

"But I saw Pinkie Pie!" Silver Spoon said, shocking Apple Bloom, "Some pony on a weird bike like thing rode off to your tree house! She had Pinkie Pie with her!"

"What?" Apple Bloom knew exactly who that was, "So, she want's ta play it that way," Apple Bloom looked at Silver Spoon, "Thanks, now _please_ get ta safety. Ah'll save her!" Apple Bloom said galloping off. Somehow she had a feeling though that Silver Spoon was following her.

She must have rubbed off on Silver Spoon. She picked up on her bad habits...

When she arrived at the tree house, she saw Rainbow Dash on the ground, and Scootaloo standing over her. This was going too far.

"Some hero," Scootaloo said kicking Rainbow Dash while she was on the ground, "Looks like you're not finishing this race."

"SCOOTALOO!" Apple Bloom called out trotting over to them. Scootaloo looked at Apple Bloom with a sinister smile.

"It's about DAMN time!" Scootaloo said trotting to Apple Bloom, "I had a feeling you'd come sooner or later."

"A little birdy pointed me in the right direction," Apple Bloom said, "What in tarnation are ya doin, Scoot?" Apple Bloom asked, "This ain't right."

"I'm doing what needs to be done to change the world! I don't agree with everything Twilight is doing, but I do think the old rule has to go!"

"An' ya think Twilight's gonna be a good queen?" Apple Bloom asked, "Yer goin insane!"

"Twilight? Don't make me laugh!" Scootaloo said harshly, "I'm talking about _myself_!"

"Wh, wha?" Apple Bloom had to step back at that statement.

"First I'm going to get rid of my past! Then, I'm going to take it to Twilight!"

"Ya can't be serious! She put Princess _Luna_ under a spell, and petrified Princess Celestia! What makes ya think ya'll even stand a chance?"

"Twilight doesn't know how powerful I am now!" Scootaloo proclaimed, "_I'm_ the hero of the story! She's just one person I need to step over to get my goals. I'm going to defeat you, Rainbow Dash, _and _Twilight, then I'll change the WORLD!"

"Scootaloo, no!" Apple Bloom cried out as Scootaloo slammed her front feet on the ground. A second later, parts of her armor shifted to form a small cannon of some sort on her shoulder.

"Hope you're ready, Apple Bloom!" Scootaloo shouted taking to the skies. She then charged over to Apple Bloom shooting flames out of the cannon. Apple Bloom rolled to the side just in time, shocked by Scootaloo's attack. What that some kind of weapon?

Scootaloo rushed over to Apple Bloom and was about to punch her, but Apple Bloom pulled out her sword and blocked the attack. She then pushed Scootaloo away from her.

"Ah don't want ta fight you!" Apple Bloom said still holding the sword in her mouth, "We're friends!"

"You're no friend of mine, Apple Bloom!" Scootaloo shouted, "You proved that when you chose Silver Spoon over us!"

"Ah just wanted ta get mah Cutie Mark the _right _way!"

"And look where it got you!" Scootaloo taunted, "This second, which one of us is the one who has their Cutie Mark, and who's still a blank flank?" that hurt, a lot, and Apple Bloom glared at Scootaloo as her eyes filled with tears of anger, "Don't think I don't know why you're wearing that dress! You're ashamed, and too proud to admit that I was right! Now we're both adults, only _I_ know what my special talent is. You on the other hoof, are nothing but a blank flank, and now you'll always be blank!"

"Ah'll make ya eat those words!" Apple Bloom shouted charging at Scootaloo. They continued to fight close quarter for a while, this time now Apple Bloom _was_ trying to hurt Scootaloo. While they fought, Fluttershy, Lezard, and Spike ran to the scene of the fight. Apple Bloom wasn't paying them any mind though. Her target was solely Scootaloo right now.

* * *

><p>"Rainbow Dash!" Fluttershy said running over to her fallen friend.<p>

"Pinkie Pie..." Rainbow Dash said, "She's inside... the tree house..."

"Leave it to us!" Spike said. Right when they were about to run to the tree house though, Scootaloo's soldiers fired at them, forcing them back.

"Damn it," Lezard said, "They were expecting us!"

"Didn't I TELL you," Scootaloo shouted, "Pinkie Pie isn't going anywhere!" Scootaloo then kicked Apple Bloom away, and fired her flame thrower at the tree house, setting it on fire.

"NO!" Apple Bloom shouted jumping on Scootaloo and pushing her to the ground, "How could you!"

"Like I said, I'm getting rid of my past, and that includes that eyesore of a club house!" Scootaloo stated pushing her away. Now soldiers were surrounding Fluttershy, Spike, and Lezard, so they couldn't get into the tree house to save Pinkie Pie.

"Now what do we do?" Spike asked as Fluttershy and Lezard stood in front of him.

"I don't know! There's too many of them!" Fluttershy said.

"With only one Element of Harmony there's no way we can defeat all of these soldiers and rescue the Element of Laughter inside!" Lezard stated putting up a hoof preparing a spell, "But that doesn't mean we can't try! Fluttershy, get ready!"

Fluttershy nodded nervously. Just when the thought of fighting seemed a little more appealing, now she had to fight a battle she couldn't win? This was turning out to be a _great_ day for the still really timid pony.

"Pinkie... Pie..." Rainbow Dash said slowly getting up, "I have... to protect... her!"

"Dash!" Fluttershy called out as Rainbow Dash flew over the fight to get to Pinkie Pie. Fluttershy noticed that Lezard was shaking his head.

So that's what he meant...

* * *

><p>Rainbow Dash ran into the tree house, and wasted on time trying to untie Pinkie Pie, who was mumbling to herself the entire time and looked traumatized.<p>

"Pinkie Pie, I'm here this time," Rainbow Dash said trying to snap Pinkie Pie out of whatever daze she was in, "Pinkie Pie, it's me! Dashie!"

"She's going to save everyone..." Pinkie Pie mumbled to herself, as if she didn't even hear Rainbow Dash.

"Huh?" Rainbow Dash asked, "Pinkie, I don't know what you're talking about, but we need to-"

"SHUT UP!" Pinkie Pie shouted suddenly, "She _will_ save everyone. Even Twilight," that was when Rainbow Dash realized that Pinkie Pie wasn't talking to her, "_Because_ she's the Element of Loyalty. She didn't go with Applejack, but I _know_ she'll come through. She always does..."

Now she understood, and it hurt a lot. Pinkie Pie even told her that she should have gone with Applejack. She called herself being loyal, but she abandoned Applejack when she needed her. She didn't want to fight Twilight, but she should have stuck by Applejack. She could save her. She HAD to save her.

"Pinkie Pie, I understand," Rainbow Dash said holding Pinkie Pie, "You know. You _always _know. I need to be where Applejack is to save Twilight. But I can't leave without you. No matter what I need to do, I _can't_ abandon you. You're the most important pony in my life," Rainbow Dash noticed that Pinkie Pie reacted a bit. She was coming back.

Should she take a chance? She still felt weird around Pinkie Pie, but all this time all she could do was focus on her safety. She was even willing to abandon her friends to protect her. Did she really...

She did, and if she was going to save Pinkie Pie right now, it was time she showed her that.

"Pinkie Pie, there's something I should have told you a long time ago, and I guess here in a burning tree house is as good of a time as any," she then got in real close to Pinkie Pie, unaware that the Element of Loyalty was glowing around her neck, "I love you."

She then kissed Pinkie Pie, who immediately reacted. At the same time, they both began glowing as the building around them fell to pieces.

* * *

><p>Outside there were two fights going on at the same time. One was Apple Bloom and Scootaloo, and the other one was Fluttershy and Lezard against about ten soldiers at once (Spike was hiding behind a tree). Everyone stopped though when the tree house exploded, with Pinkie Pie and Rainbow Dash inside.<p>

"No..." Fluttershy cried shaking her head, "RAINBOW DASH! PINKIE PIE!"

"Damn it!" Apple Bloom shouted, turning to Scootaloo, who actually looked a little conflicted, "Are ya happy? Ya did it! Ya killed 'em!"

"Guys, look!" Spike called out pointing to the tree house. Everyone looked again and saw a sight that made them stop. Floating over the tree house holding each other in a loving embrace, was _Rainbow Dash_ and _Pinkie Pie_.

They were both now wearing similar armor to Fluttershy. Rainbow Dash's armor was golden, and had a lot of sharp edges like lightning. It was slightly more masculine than the other sets, as it didn't have a train over her back legs, her boots weren't high heeled, and the shoulder pads came up a bit looking sort of like lightning. On her chest was a white lightning bolt.

Pinkie Pie's armor was in complete contrast, actually being _extremely _girly. It was both purple and hot pink, and looked like an armored gown with a really puffy train. Her shoulder pads were purple and rounded, and her boots were sort of high heeled. On her chest was a blue balloon, and (thankfully) her mane was it's normal style again along with her coat being it's usual shade.

As they descended, Fluttershy couldn't hold back her smile. Lezard straightened his glasses and nodded, Spike was jumping for joy, and Apple Bloom gave a sigh of relief. Scootaloo however, looked really pissed.

"No... that's not how it's supposed to go!"

When they landed, they looked into each others eyes one last time, and then turned to the soldiers, who backed away in fear.

Rainbow Dash flew over to Scootaloo at high speed, actually becoming a bolt of lightning. Scootaloo couldn't dodge the attack and fell back.

"How about we have another race?" Rainbow Dash asked with a confident smirk, "Let's see if fire is faster than lightning!"

The soldiers were actually running away as Pinkie Pie ran after them, throwing one of the soldiers at the group, "And STAY OUT!" she shouted, now sounding more like her old self.

Scootaloo got up and backed away from Rainbow Dash. She tried to run away, but she saw Fluttershy trotting to her with a serious expression. She turned in another direction and saw Pinkie Pie hop in her way also with a serious expression (more comedically ferocious actually). She tried to go in another direction and saw both Apple Bloom and Lezard standing there.

"You're trapped Scootaloo!" Rainbow Dash shouted.

"We don't want to hurt you," Fluttershy said, "but you did a really bad thing!"

"Yeah! I almost had to find out what a cupcake felt like in the oven!" Pinkie Pie then looked up thoughtfully, "Come to think of it, that's a good experience for a baker. I bet I can really make a good cake now!"

"PINKIE!" Rainbow Dash and Fluttershy shouted at the same time, snapping her back to reality. Hey, at least she was back.

"Please Scootaloo, Ah don't want ta fight ya anymore!" Apple Bloom urged, "Can't we just put this behind us?"

Scootaloo laughed, "You think I'm done?" she asked, "I'm just getting started!" Scootaloo then jumped up really high in the air and landed next to her bike, "Next time Apple Bloom, you're dead! And don't think I've forgotten about you, Rainbow Dash!"

She then got on her bike and rode out of Ponyville at high speed. Rainbow Dash was about to fly after her, but Lezard held his foreleg out stopping her, "You'll get a second chance to save her, but she's not your main concern right now."

Rainbow Dash sighed, "You're right," she then trotted over to Pinkie Pie, who looked like she was in deep thought, "Pinkie Pie, are you alright?"

Pinkie Pie snapped out of her train of thought instantly, "Oh, yeah, I'm fine now!" she then looked down still smiling, "I mean, you came for me. You're the bestest pony in the world."

"I could say the same about you," Rainbow Dash said hugging Pinkie Pie again. Fluttershy walked over to Lezard with a confused expression.

"Um, sir," she began, "Um, does this mean that Rainbow Dash learned what true loyalty was?"

"I assume so," Lezard said with a smile, "I'm surprised that Laughter also evolved as well."

"I wonder what happened in there," Fluttershy said looking at Rainbow Dash and Pinkie Pie again.

"I think that's apparent in the pink one's smile," Lezard said walking over to Apple Bloom. Fluttershy had to admit, there was something more... genuine... about Pinkie Pie's smile.

* * *

><p>Apple Bloom was looking out in the direction that Scootaloo rode off in, thinking about how much her friend had changed. Did she do that to her?<p>

"She was your friend, wasn't she?" Lezard asked her.

"Ah don't get it. Is that all because of our argument?" Apple Bloom asked no one in particular.

"I wish I knew," Lezard said, "But for her to resort to such violent acts, she must have a lot of personal issues."

"Scootaloo, Sweetie Belle," Apple Bloom said looking up, "Why are ya'll doin this? Ah know ya two, and these monsters ya'll became ain't you." Apple Bloom looked down, shedding one tear for her friends. Lezard put a hoof on her back trying to comfort her. She didn't want to tell him, but it worked a little.

* * *

><p>In a large building in Fillydelphia, Cadence was looking out the window in her and her husband's large room. Shining Armor stood at the door watching her feeling worried, as she had been like this since the morning.<p>

"Are you still upset about that dream?" Shining Armor asked his wife, who turned slightly at his voice.

"Something really dark is coming to our home, I can feel it."

"Cadence..."

"Shining, I'm an alicorn," Cadence said turning to Shining Armor, "I'm sensitive to these things. Remember, I knew something awful was going to happen to Celestia, and a day later we get a report that she was turned to stone. I'm really scared," she rubbed her foreleg nervously looking away.

Shining Armor walked over to Cadence and rubbed his head against her's softly, "You don't have to worry, Cadence. We have guards stationed all around the estate. If anything comes our way, we'll know," a guard walked over to them and whispered something in Shining Armor's ear, "Got it. Sounds like we have a visitor. I'll be right back." Shining Armor walked out of the bedroom. As he left, Cadence looked down in fear. It felt like that dark presence was right at their door. But if what her husband said was true, they would be fine.

* * *

><p>Shining Armor was ready for anything as he approached the door. He even had his horn glowing, prepared to strike whatever was on the other side of the door. Despite what he told Cadence, he was taking this <em>very<em> seriously. If something threatened his wife, then it had to go, no matter what it was.

He slowly opened the door, but his eyes lit up when he saw who it was.

"Big Brother!" Twilight shouted running into his embrace, actually knocking him to the ground and standing over him.

"Tw, Twilight! What's up sis?" he said happily.

"I _missed _you, that's all," she said lovingly, "I was in the neighborhood and I thought I'd give my BBBFF a visit."

"That's great," Shining Armor said awkwardly, "But, do you think you could let me ge-"

She blind sighted him with a kiss, right on the mouth. That had _never_ happened before, and he didn't know how to take it. It was a _long _kiss too...

"Did miss something here?" Cadence said walking into the hall. Twilight broke contact instantly, but Shining Armor noticed the slightest twitch in her expression before...

"Cadence! It's great to see you again!" she said hugging her as well.

"Twilight, this is a nice surprise," Cadence said with a smile. Shining Armor got up and looked at Twilight, who was secretly giving him a loving smile while she hugged Cadence. Something felt odd about her.

For one thing, that kiss felt like a lot more than just "I love you big bro". It felt more like...


	17. Chapter 17

**So the good news, Ponyville is safe for a good while. The bad news, Twilight beat Lezard and Apple Bloom to Shining Armor and Cadence.**

Chapter 17: You Can't Have Him! He's Mine!

As they sat in the living room talking, Shining Armor paid close attention to how Twilight was acting. Something was just... off about her, but he couldn't put his hoof on it.

But it may have had something to do with how Twilight kept looking at him.

"So things have been quiet in Ponyville?" Cadence asked, catching Twilight's attention.

"Oh, yeah," Twilight answered sounding a little uninterested, "Dead... quiet. It was starting to get to me so I decided to go travel a bit."

"That's why you decided to pay us a visit?" Cadence asked her.

"Yeah, that's right," somehow Shining Armor thought there was more to Twilight's visit than that, "How are _you_ doing, big bro?" Twilight asked brightly.

"I'm good," Shining Armor replied, "Cadence and I have adjusted to life here in Fillydelphia, but we do miss Canterlot and Ponyville."

Twilight got up and trotted over to Shining Armor and leaned into him lovingly, "Is it Canterlot you miss, or _me_?"

"Um, well uh..." she was making him a little uncomfortable with how close she was to him, which was weird actually, "I _do_ miss you, Twi, but you know..."

"Your brother _does_ have me as a distraction," Cadence said sweetly, "and I can be pretty distracting, if you get my drift," now she was sitting next to Shining Armor nuzzling him, _and_ proving her point.

"Oh yeah... I get your drift alright..." Twilight said darkly (but only Shining Armor caught it), "Hey, I've got a great idea!" she said suddenly, catching both their attention, "Since I'm in town for a while-"

"Why don't you stay with us?" Shining Armor finished for her, making Twilight really happy apparently.

"You took the words _right_ out of my mouth," Twilight stated, "Did you read my mind?"

Shining Armor laughed, "No Twilight, I just know you pretty well, that's all. Truth is, I _did_ miss you, so this gives the three of us a chance to catch up," he turned to Cadence, "Are you okay with Twilight staying here?"

"Of course," Cadence said, "Just don't try to steal him from me," Cadence joked, both she and Twilight laughing.

"Oh Cadence," Twilight said, "You're _such_ a kidder..." as she said that, Shining Armor noticed that her hold on him got a little tighter. He didn't put too much thought into it, but was curious. It felt like she was claiming him for her own.

* * *

><p>"Are you three sure you can't stay for a little while," Rainbow Dash asked Apple Bloom, Spike, and Lezard as they stood at the train station.<p>

"Sorry Rainbow Dash, but we gotta get ta Fillydelphia an' get Cadence ta help us," Apple Bloom explained.

"Do you really think her magic can bring the real Twilight back?" Fluttershy asked.

"Who knows?" Lezard said with a shrug, "But we'll never know if we don't get there. I'm certain Twilight is already there by now, which means we're running out of time."

"It just feels weird," Rainbow Dash said, "I mean, you're right here, and yet you're not even going to stop by and tell Granny Smith that your safe?"

"Ah don't wanna complicate things," Apple Bloom said, "She and Macintosh know me as a filly. If they see me as an adult, then Ah gotta explain to 'em why Ah'm all grown up now, an' Ah don't feel like explainin ta them, especially Granny Smith."

"I understand what happened," Pinkie Pie said, "So I'm sure Granny Smith can understand it too."

"Pinkie Pie, you _didn't_ understand it, remember?" Rainbow Dash asked, "I had to explain it to you _two times_ before you got it."

"So if you explain it to Granny Smith two times she'll get it too," Pinkie Pie said simply, prompting Rainbow Dash to face hoof. At _least_ she was herself again...

"So what do we do now?" Fluttershy asked.

"Simple," Lezard said, "You need to find the other two Elements of Harmony. Once you do, try to meet up with us in Fillydelphia."

"Are you going to be okay until then?" Fluttershy asked.

"Don't worry," Apple Bloom said, "We'll be fine, jus promise me that ya'll will save Rarity."

"That's a promise," Rainbow Dash said, "For you _and_ Spike."

"Thanks guys," Spike said looking down. He really wanted Rarity to be safe.

"Our train is about to leave," Lezard said, "We better get moving."

"Right," Apple Bloom said, "Ya'll take care, an' be careful. Ah don't know whut Twilight left in Canterlot."

"We'll be careful," Rainbow Dash stated.

"You three be careful too," Fluttershy said, "You're going right to where Twilight _is_ this second."

"If you see her, tell her I said hi, okay?" Pinkie Pie said, seemingly oblivious to _everything_ that's been happening so far.

"Um, right," Apple Bloom said, "We'll... do that." They turned to get on the train, but Apple Bloom stopped, "If any of ya'll find Silver Spoon, can ya'll apologize ta her for me?" Apple Bloom asked, "Ah don't wanna leave without sayin good-bye, but we are sorta in a hurry."

"Right, we understand," Fluttershy said with a nod, "We're probably going to head right out, but if we do see her, we'll let her know."

"Thanks guys," Apple Bloom said softly before getting on the train. Immediately the train's door closed and it took off, on it's trip to Fillydelphia. Fluttershy, Rainbow Dash, and Pinkie Pie all looked at the train with heavy hearts.

"I feel sort of bad for her," Rainbow Dash said, "I'm used to fighting, but we're the Elements of Harmony, so it's kind of our _job_ to fight, you know?"

Fluttershy nodded, "But Apple Bloom is fighting extra hard herself. She's strong, just like her sister."

"Guys," Pinkie Pie said, "We _are_ going to save Twilight, right?"

"Duh!" Rainbow Dash said, "I don't care what Applejack says, I'm still not going to kill Twilight. She's the whole reason the six of us became such close friends to begin with."

"Then we need to protect that friendship," Fluttershy stated, getting nods from both Rainbow Dash and Pinkie Pie. The three of them walked out of the train station together, on their way to prepare for the long trip ahead of them. They needed to meet up with Applejack, and work together to save Rarity.

Hopefully they had already evolved by the time they reached them.

* * *

><p>On the train, Apple Bloom was lying down on her seat resting. Lezard had his face glued to a spell book of some sort, and Spike was looking out the window forlorn.<p>

"Apple Bloom?" Spike asked, "Why didn't you tell Applejack who you were when you saw her?"

Apple Bloom sighed, "Because Ah'm sick of her treatin me like a child, an' the second she finds out that it's me, she's gonna start treatin me jus' like that. Ah gotta show her that Ah can take care of mahself."

"You're always striving to be independent, aren't you?" Lezard asked suddenly, shocking both Spike and Apple Bloom as they didn't know he was listening.

"Well, yeah Ah guess," Apple Bloom looked down, "See, Ah never knew mah parents. According ta Applejack and Big Macintosh, mah pa left Ponyville shortly after ma got pregnant wit me an' never came back, an' ma died givin birth ta me. As long as Ah've been alive, it's been me, Applejack, Macintosh, and Granny Smith."

"So Applejack took on a motherly role for you, no doubt," Lezard said.

"That's right," Apple Bloom said nodding, "Ah sometimes would blame mahself fer ma and pa leavin, but Applejack always told me that it wasn't mah fault. She always took care of me, an' Ah do love her a lot, it's jus sometimes Ah feel like she fergets that Ah ain't so little anymore. Even before... this... she wus always treatin me like a little kid, even though she wus younger than _me_ when she ventured off ta find her Cutie Mark."

"She's probably just afraid," Lezard said as Spike sat down next to him.

"Applejack, afraid? Of what?" he asked.

"Well think about it," Lezard closed his book, "Apple Bloom's birth coincided with the loss of both of her parents, and it's safe to assume that she was close to both of them if not at least one of them. With them gone right after Apple Bloom was born, she had to step up and make sure that Apple Bloom had a motherly figure in her life. But she knows that she isn't her mother, and is constantly afraid of making a mistake."

"Well Ah can get wit that," Apple Bloom said looking away, "But it'd be nice ta have a little breathin room, an ta be looked at as more of an equal rather than sum foal she has ta take care of."

"Apple Bloom," Spike said sadly. Truth was, that was the first time she shared that much with anyone. Lezard got up and put a hoof on her back.

"At least you're an equal here among us," he said. Apple Bloom looked up at him and gave a small smile. A second later she got up.

"Ah'm gonna walk around the train a bit, Ah'll see ya'll later," she said walking off. Lezard sat back down and reopened his book.

"It's rather easy to treat her like an equal," he said, "I honestly have to keep reminding myself that she _is _only ten."

"That's because you met her after the spell," Spike said turning to the window again, "Truth is, _I_ can still see it."

"Maybe what you see isn't maturity level, but personality," Lezard said. Spike, now confused, turned to him again, but he was already glued to his book. He'd have to ask him abou that later.

* * *

><p>As Apple Bloom walked through the train, her thoughts turned to Lezard's words. At first she thought he was cold and overly logical, but as she got to know him she began to realize that he was also really nice. He seemed to deeply care about her situation, despite not really knowing her too well. As she thought about him more and more, she noticed that her heart was beginning to pick up a bit.<p>

Why was that? She couldn't have a crush on him. Boys were... ugh, and she wasn't ready for that anyway. Not to mention SHE. WAS. A. KID! Sure she didn't want to be looked down upon, but she was well aware of her age, and had no intentions of forgetting that.

But what if she couldn't return to her proper age. Then she'd have to get used to it anyway. But she didn't _like_ boys!

But that was before she grew up...

Distracting her train of thought was a knock on the booth door next to her. She stopped for a second, but then shrugged and continued to walk away, until...

"Psst!" someone said behind her to catch her attention. That made Apple Bloom suspicious. She turned around and slowly approached the booth, slowly opening the door ready to strike at whever was inside. But she got a surprise when she opened the door.

"Hey Apple Bloom!" Silver Spoon said happily standing on her seat.

"S, S, S, Silver Spoon!" Apple Bloom cried out, torn between happiness and horror at seeing her friend.

* * *

><p>"I HATE HER!" Twilight shouted in her room throwing a pillow at the wall. She had put a sound proof barrier around her room so she could vent without anypony knowing, and good thing too. She was pissed. Who did Cadence think she was? Sure, she supported their marriage last year, but she was under the assumption that Shining Armor would always be hers. Cadence literally stepped right into her spot. She needed a reminder of who was on top here.<p>

"Twilight, you need to calm down," Trixie's voice was heard behind Twilight. She turned around and saw Trixie walking out of a shadow in her room (a spell Twilight taught Trixie allowing her to travel through the shadows).

"You shouldn't be here," Twilight said, "If anyone sees you now-"

"I was concerned," Trixie said, "You seemed so anxious when we were arriving. Also, Sweetie Belle asked me to check on you."

"So she was worried about me as well?" Twilight said looking down smiling a bit. She didn't think they actually cared.

"Of course. Twilight, we're all sisters now, so whatever happens to one of us affects all of us," Trixie explained, "Now what's wrong?"

Twilight sighed. She didn't want to show weakness, but Trixie was more than just a henchmare. She was her student, her second in command, and her friend.

"It's my brother," Twilight said, "He spends so much time with _her_, it's like she thinks she can take my place."

"I doubt that she can really take your place," Trixie said.

"Damn right she can't!" Twilight shouted looking a Trixie seriously, "He's MINE! I'm the ONLY mare that needs to be in his life."

"Twilight," Trixie said looking a little shocked, "What are you planning on doing?"

"We need to get rid of her anyway," Twilight said, "Why don't we kill two birds with one stone. Take her out _and _claim Shining Armor," she turned to Trixie, "I'll need you and Sweetie Belle to help me."

"I understand," Trixie said bowing to Twilight, "What must I do?"

That made Twilight smile. It looked like Trixie was loyal to Twilight no matter what. It felt good to know that there was somepony she didn't have to charm in order to command.

"Tonight, Cadence and I are going to have a little talk," Twilight said lifting Trixie's face to her level, "And I'd like to introduce her to my new friends."

* * *

><p>"So that's why you're an adult now," Silver Spoon said sitting next to Apple Bloom in the booth.<p>

"Yeah," Apple Bloom said with a sigh, "I don't fully understand, but mah friend Lezard said she sped up mah aging process."

"Instantly making you an adult," Silver Spoon said, getting a nod from Apple Bloom, "Can he change you back?"

"Truth is, Ah don't even know if Ah _can_ be changed back," Apple Bloom stated looking away, "She didn't really do anythang ta me, she just messed wit time around me. Ah don't know if time can go backwards. Ah may jus be twenty one now."

"Oh... I see," Silver Spoon said looking down. Apple Bloom nuzzled Silver Spoon to comfort her.

"But Ah'm still me," Apple Bloom said, "Ah jus look like an adult. Ah don't think that spell affects our minds," as far as she knew. Thing was, she was worried about the thoughts she was having about Lezard, "But now it's mah turn ta ask _you_ a question," she said, noting that Silver Spoon stiffened a bit.

"I'm in trouble, aren't I?" she asked. Apple Bloom nodded as a response. They may be the same age mentally (Apple Bloom thought and _hoped_) but she _was_ older physically.

"Why in the _world_ are ya here?" Apple Bloom asked.

"I don't want to be alone anymore," Silver Spoon said, "When you left, all I had was Diamond Tiara, and she's not a true friend. And then Sweetie Belle and Scootaloo vanished. Now you're back, and you expect me to just let you leave me _alone_ again?"

"Silver Spoon..." Apple Bloom said looking away, feeling guilty.

"I know that this is dangerous, but I won't get in the way," Silver Spoon said getting up and looking at Apple Bloom intensely, "I can't go back home anyway. This is a one way train right to Fillydelphia."

Apple Bloom sighed. She couldn't send Silver Spoon away. Rarity didn't send her away, so she'd come off real hypocritical if she sent Silver Spoon away.

"Alright, ya can stay," Apple Bloom said, holding up her hoof before Silver Spoon got to excited, "But, Ah'm expectin ya ta act like an adult on this journey."

Silver Spoon laughed, "You are _hardly_ one to talk, Apple Bloom." The two friends laughed together. Even Apple Bloom had to admit, it was nice having her friend with her. Even if she had to look down now to talk to her.

A minute later, Apple Bloom and Silver walked back to the booth Lezard and Spike were in, both of them shocked to see the newest member of their party.

"Everypony, this here's mah friend Silver Spoon. She's gonna... be taggin along wit us."

Spike looked at Lezard, who's only response was to shake his head and sigh. Between a baby dragon, a ten year old trapped in a twenty one year old's body, and now an actual filly, it had to be hard being the only _real _adult in the group.

Sorry Lezard, Apple Bloom thought.

* * *

><p>Cadence was walking through the estate, trying to get rid of the horrible feeling in her heart. She didn't know what it was coming from, but it started after Twilight came over that afternoon. But it couldn't have anything to do with Twilight. Sure, she had been acting a little clingy to Shining Armor today, but that was to be expected. They were really close, and they hadn't seen each other in a while.<p>

Was that... singing? It was the most beautiful voice she had ever heard. It sounded like whoever was singing they were trying to lead her somewhere. Cadence was too curious not to investigate. As she followed the voice, she noticed that it was leading her to the main study. This was getting a little scary, but she had to know who that voice belonged to.

When she made it to the study, she put her ear to the door, making sure she was right. Sure enough the singer was inside. Cadence opened the door, about to congratulate the singer.

But instead noticed two unicorn horns pointed right at her. In her shock she looked around at the two unicorns poised to attack. One she recognized as the fallen star Trixie Lulamoon. The other unicorn she didn't recognize, but she was dressed in a really nice black dress.

"Wh, what is this?" Cadence asked.

"It's the end of your marriage," Cadence heard somepony say in front of her. She looked forward and got the surprise of a lifetime.

It was Twilight.

"What is the meaning of this?" Cadence asked sternly, "Why do these two have their horns pointed at me?"

"It's to make sure that you don't do anything you'd regret," Twilight explained, "But you've already done something along those lines," Twilight's expression became cold and dark. Cadence barely even recognized her.

"Twilight, what are you talking about?" she asked, getting a little worried now.

"You know damn well what you did!" Twilight shouted, "You think your _so _special with your _wings_ and your slender body, you've got him wrapped around your horn! Well let me remind you that _I'm_ his little sister, and _I'm_ the most important mare in his life, not you!"

"Twilight, I don't what's gotten into you! Listen you yourself! You sound crazy! I would never try to steal Shining Armor from you, but _I'm _his wife!"

"Whoopty _bucking_ doo!" Twilight said walking over to Cadence, "His wife, fantastic! Did you ever hear the saying blood is thicker than wine? Well, I'm blood, and all you are is a fancy wine."

That was when Cadence understood. Twilight _was_ the source of darkness she felt. Worst of all, they let that darkness into their home.

"I don't know what's happening to you Twilight," Cadence said standing proudly, "But I won't let darkness invade our home or threaten my family, even that darkness _is_ family!"

"You're going to go against me?" Twilight asked, "I don't think so. How can you do that when you don't even have magic?"

"What are you talking about?" Cadence asked, "Of course I have-"

"NEVER CAST ANOTHER SPELL AGAIN!" Twilight shouted. At the same time a red star appeared on her left eye. Cadence had this feeling that she shouldn't have looked at that star, but it was too late. She felt something invade her mind, like a command she had no choice but to follow.

A second later, she shook it off and tried to fire a love wave at Twilight, but for some reason her horn wouldn't glow. It was like she forgot how to use magic! No, her mind refused to send energy into her horn!

"No..." Cadence pleaded forcing her horn to glow, "No! Please glow! Please!" she was getting really upset now, especially when Twilight's partners began charging their magic, "DAMN IT! What's wrong? For the love of God, PLEASE GLOW!"

"Good bye, Cadence," Twilight said darkly, "Don't worry, I'll take good care of Shining Armor."

"Twilight, NO!" Cadence shouted, but it was too late. She saw Trixie and the other unicorn fire something at her, and a second later, all she saw was darkness.

* * *

><p>It was getting late in Ponyville. Rainbow Dash, Pinkie Pie, and Fluttershy gathered at the entrance to Ponyville with a few essentials gathered, and were prepared to get moving to Canterlot.<p>

"So, any ideas on how we're going to get there?" Rainbow Dash asked.

"You and I can fly," Fluttershy said, "but Pinkie Pie is an earth pony. We can't expect her to run the whole way."

"And we need to get to Canterlot as fast as possible," Rainbow Dash said looking down. Neither one of them noticed when Pinkie Pie hopped away.

"Why don't we use this?" Pinkie Pie asked, catching both pegasi's attention. She was referring to a chariot, sort of like what you'd find in Canterlot but black.

"Did they leave this when they invaded?" Fluttershy asked.

"Hey, don't look down on a blessing, that's what I say," Rainbow Dash said, "If you ride in this, Pinkie, then Fluttershy and I can fly to Canterlot and pull it."

"I don't know, Rainbow Dash..." Fluttershy said, "I mean, I'm a lot stronger now, but do you really want to count on me?"

"Of course," Rainbow Dash said, "You're a great flyer, _Hurricane_ Fluttershy."

"Dash..." Fluttershy said looking away but smiling. Ever since she helped move water to Cloudsdale last year, a lot of the pegasi started nicknaming her Hurricane Fluttershy, since they wouldn't have gotten the water to Cloudsdale without her. She still didn't think she helped that much, but if Rainbow Dash believed in her then she wouldn't let her down.

"Fluttershy, wait," a deep voice called out. Fluttershy looked and saw Big Macintosh walking up to them. Oh boy, she still felt flushed when she saw him. But now it was okay, because he was her's now. He belonged to her.

"Um, I'll be right back, you two," Fluttershy said trotting over to Macintosh.

"Don't take too long," Rainbow Dash called out. Fluttershy met him halfway so they could talk in semi private.

"Ya gettin ready ta go?" Macintosh asked Fluttershy.

"Mm hm," Fluttershy nodded, "You wanted to see us off?"

"Eeeyup," Macintosh said also nodding, "Be careful, Fluttershy. Ah don't want ya ta end up dead before we can start our lives together."

That made Fluttershy feel really flushed, "L, lives? _Together_?" she asked, feeling every possible positive feeling at once.

"Well, if ya still want, Ah was thinkin we could begin thinkin of our future together. That is, if ya-"

"YES!" Fluttershy cried out, shocking Macintosh, "I've always wanted that. If I could spend the rest of my life with you then-" she caught herself, and looked away sheepishly, "I mean, um... assuming that we _are..._ you know."

Macintosh laughed, "Yer still Fluttershy," he said smiling, "But ya gotta find Twilight, else we ain't got a future."

"I know," Fluttershy said seriously, "Take care of Angel and the others for me."

"Ah will," he said seriously. The two of them held their heads together and nuzzled each other lovingly, "Take care, Fluttershy."

"You two, Macintosh," she said before stepping away looking into his eyes, "I love you."

"Ah love you too," Macintosh replied. They gave each other one last kiss, and then Fluttershy turned and walked off over to her friends, Rainbow Dash giving her a mischievous smile.

"Oh, so you and Macintosh are an item now?" Rainbow Dash taunted.

"Rainbow Dash, stop..." Fluttershy groaned looking embarrassed.

"So, when is the wedding?" Rainbow Dash asked turning to the chariot.

"Wedding?" Pinkie Pie asked poking her head out of the chariot, "Somepony is getting married? Who is it? WHO IS IT?"

"I, i, i, i, i, it's too soon to think about that!" Fluttershy stuttered, "B, b, besides, we need to get to Canterlot to help Applejack!" she immediately rushed to the front of the chariot and hooked herself to it, "Come on! Chop, chop! Let's GO!"

Rainbow Dash and Pinkie Pie looked a little taken aback with how eager she was all of a sudden, but Rainbow Dash hooked herself to the other side none the less. Once Pinkie Pie was ready, the two pegasi began galloping out of Ponyville. A few seconds later they took to the sky, flying as fast as they could. As they flew, Fluttershy took one last look at the stallion who saved her life.

_Thank you Macintosh. Good bye..._

* * *

><p>It was night now in Fillydelphia, and Shining Armor was already asleep, completely unaware of the pony standing by his bed watching him.<p>

"Even if I have to use magic," Twilight said darkly, "you _will_ be mine."

* * *

><p>When Cadence came to, she noticed that she felt weighed down by something, and something cold and hard was wrapped around her waist and legs. She opened her eyes and saw that she was in a dark cave, much like during her wedding, only this time she was in chains that were holding her down to the ground.<p>

"Comfortable?" the white unicorn in the black dress asked.

"Wh, where are we?" Cadence asked, trembling in fear.

"A secret place made by Twilight and Trixie," the unicorn stated, "No one's going to hear or see you here, but you'll be able to see everything."

That scared her. What did she mean she could see everything?

A second later, she noticed a bright light in front of her. It took some time for her eyes to adjust, but eventually she could clearly see her bedroom, Shining Armor resting in their bed.

"Shining Armor!" Cadence called out, "I'm here! Help me!"

"I told you, he can't hear you," the white unicorn said, "He doesn't even know you're gone yet."

"How could he not?" Cadence asked, her voice shaking, "Once he wakes up-" she then noticed Twilight come into view, and she was getting on the bed sitting on top of Shining Armor, "What's she doing?"

"Exercising her right as his sister," the unicorn said, "Even if she has to use an enchantment to get him tonight."

"Enchantment?" Cadence was so scared right now. What was she about to see?

* * *

><p>Shining Armor was stirred awake by the sweetest scent. He didn't open his eyes yet, just in case he was still dreaming.<p>

"Cadence?" he asked.

"That's right, it's me," he heard his wife say. He opened his eyes and saw her sitting on top of him, her mane flowing freely, and looking into his eyes with such adoration. She looked so radiant.

"I love you, Shining Armor," she said before kissing him passionately. Something felt... different, but right now, all he could think about was being with the mare kissing him now.

* * *

><p>What Cadence saw shook her forever. Twilight was <em>kissing<em> Shining Armor, kissing _her_ husband. Why? What was happening?

"Right now he thinks he's kissing you," the white unicorn said, "but in the morning he'll wake up, and and realize that you aren't there. After that is up to Twilight and Shining Armor."

"He'll want to know where I am!" Cadence cried out, "He'll come looking for me!"

The unicorn laughed, "Big Sister already took care of that," she said, "Shining Armor won't miss you."

It looked like they were getting more serious. This. Was. So. Wrong! Wake up Shining Armor, she urged. Wake up! She then looked away and cried tears of agony. Once again she tried to use her magic to escape, and once again she saw that her magic would activate.

"Why are you doing this?" Cadence asked through her tears, "What did I do to you?"

"You didn't do anything to me," the unicorn said simply, "But Big Sis told me that you needed to suffer, and I'll do anything for her." the unicorn turned and walked away, "I'll leave you to your thoughts. Enjoy the show," she said as she left the room. At that moment her fear hit a head. She pulled at the chains, tried to move her wings, forced, in vain, her magic to activate, _everything_ to get free. Unfortunately, the more she tried to get free, the more apparent it became what her predicament was.

There literally was _no_ way she was escaping, nor was there a way she could save Shining Armor. It was truly, honestly, hopeless...

* * *

><p>Applajack finally got to Canterlot. It was night time now, perfect for breaking into the castle. Even better, Twilight wasn't there apparently. She may have a chance.<p>

Something seemed wrong though. Everypony seemed... off somehow. They were all going about their regular night, and they all seemed normal, but it looked like there was something else. Like their movements were being guided by something. Like they were following a script. That was silly though, Applejack thought. She shouldn't read too much into it.

As she walked towards the castle, she walked past two unicorns leaving the library. As they passed her, they slowly turned to her, and their eyes were wide.

"Guards!" one of the students cried out, "It's an Element of Harmony! She's in Canterlot!"

A second later, guards ran over to Applejack and surrounded her, all with swords in their mouths and ready to fight. Applejack tipped her hat and looked forward at the castle seriously.

"On second thought," she said to herself, "maybe Ah should read a little into it."


	18. Chapter 18

**A thousand apologies! Work has had me so busy that I couldn't even think about writing. Production may be slow, but I don't plan on stopping until it's done. Concerning this chapter, it has one of the two (maybe three) musical numbers I planned on putting in this story (it wouldn't be My Little Pony without a musical number or two). All of the musical numbers in the story will feature one character singing all of them, that way I don't go overboard and it still makes sense. Believe it or not, it isn't just singing for the sake of singing this time.**

**Don't know what I'm talking about? Well, you'll see-**

**Pinkie Pie: Ooh! Ooh! I know! I know!**

**SapphireLibra3: Agh! Pinkie Pie, what are you doing here?**

**Pinkie Pie: We're making a comeback right? So I wanted to be a part of it.**

**SapphireLibra3: Um… that's great and all, but I want to get started with the chapter in another minute.**

**Pinkie Pie: But I want to tell the readers about the musical number! Get ready bronies, cause this musical number will be sung by-**

**(SapphireLibra3 quickly puts a hoof over Pinkie Pie's mouth)**

**SapphireLibra3: Well look at the _time_! We gotta get started with the chapter now, so I'll talk to all of you later! Come _on_, Pinkie Pie.**

**Flies Pinkie Pie away still covering her mouth (SapphireLibra3 is an Alicorn fyi)  
><strong>

**Authors note: Bold italics **_**like so**_** are lyrics. Regular font **like this **represents what's happening while that section of lyrics is sung. Author recommends readers pay more attention to normal font if listening to song while reading. All songs belong to respectable owners. All rights go to them.**

Chapter 18: Opposite Ends

When the train arrived in Fillydelphia, it was still night time. Surprisingly no one was tired, but that may have just been the tension. Even Silver Spoon knew how important this moment was. They needed to reach Princess Cadence and Shining Armor and at least warn them that Twilight wasn't who they thought she was anymore.

Assuming they didn't already learn that the hard way.

"So, you guys are hoping to get Mi Amore Cadenza to cure Twilight?" Silver Spoon asked.

"It's our only option at the moment," Lezard explained, "Even if the fact that she wasn't a good pony at one point wasn't an issue, we'd still have to deal with her high levels of magic. At the very least we need to talk to Mi Amore Cadenza and get her as an ally."

"Tween Princess Celestia turned ta stone, and Princess Luna enchanted by that weird spell, Cadence is the last Alicorn we know still able ta fight," Apple Bloom said.

"Speaking of Cadence," Spike said running up to Apple Bloom, "I tried to send her a letter warning her like you asked, but it came right back."

"What does that mean?" Silver Spoon asked.

"It means that Mi Amore Cadenza'a magic is being blocked somehow," Lezard stated, "Either the letter didn't reach her, or for whatever reason she couldn't materialize it and it was sent back."

"That's never happened before," Spike said, "Even when Shining Armor put that shield around Canterlot I was able to send letter to Princess Celestia and Princess Luna."

"Which leaves the second option," Lezard said, "She wasn't able to materialize the letter."

"But don't those letters respond ta the magic inside the pony and materialize on their own usin the horn of a unicorn as a base?" Apple Bloom asked, shocking everyone there, "Ah asked Twilight how it worked one day, 'kay?"

Lezard chuckled a bit before speaking, "That is true though. And if that's the case, then it should have materialized on its own regardless."

"Guys, I'm getting scared now," Silver Spoon said, "What if we're too late?"

"Unless she's lost interest in anypony she once loved, then I doubt she's kill Mi Amore Cadenza," Lezard reasoned, "Seeing as how she's according to Apple Bloom married to her older brother."

"But considerin Ah always thought she had a bit of a big bro complex after seein her at the weddin, then we don't know _whut_ she's capable of," Apple Bloom said.

"Then why are we standing around here?" Spike asked, "Let's get moving!"

Everyone nodded and began their gallop out of the train station to the main center of Fillydelphia. Hopefully somepony could guide them in the right direction.

As long as they weren't too late…

* * *

><p>As they walked through Fillydelphia, it became apparent that something was wrong. The town was deserted. Sure, it was late at night, but something about the atmosphere felt really off.<p>

"It's too quiet," Lezard said.

"There's something in the air," Spike said, "I can feel it."

"How?" Silver Spoon asked him.

"I'm a dragon," Spike explained, "Even if I'm only a baby dragon, I can still feel magic, and there's a lot of it in the air here."

"Ah wonder..." Apple Bloom said looking around. All of a sudden, she heard something. A beat of some sort in the air.

Music...

(Start For Your Entertainment: Adam Lambart)

Apple Bloom's fear picked up as the beat picked up, until she realized what was happening.

"Take cover! Quick!" she shouted as she, Lezard, Spike, and Silver Spoon ran behind a building.

_**So hot out of the box, can we pick up the pace,  
>Turn it up, heat it up, I need to be entertained,<br>Push the limit, are you with it? Baby don't be afraid,  
>Imma hurt you real good baby. <strong>_

They looked up and saw Sweetie Belle standing on a stair case singing. As she sang, stallions slowly walked over to her as if in a daze. Apple Bloom frowned looking up at her, realizing what was going on once she noticed her horn was glowing. Thankfully she didn't see them yet.

_**Let's go, it's my show, baby do what I say,  
>Don't trip off the glitz that I'm gonna display,<br>I told you, Imma hold ya down until you're amazed,  
>Give it to ya till you're screamin' my name.<strong>_

Sweetie Belle jumped down the stairs and sauntered through the town still singing. As she walked, stallions walked over to the side of her and she would rub against them and even caress their faces. In the end of her verse she held one stallion's cheeks lovingly and sang really close to his face.

_**No escaping when I start,  
>Once I'm in I own your heart,<br>There's no way to ring the alarm,  
>So hold on until it's over!<strong>_

After letting him go, she walked forward a bit, but then stood in the middle of the circle of admirers holding her hoof to her chest while she sang. Right before going to the chorus, she ran over to what looked like a stage that had a long pole in the center.

_**Oh! **_

_**Do you know what you got into?  
>Can you handle what I'm 'bout to do?<br>'Cause it's about to get rough for you,  
><strong>_

_**I'm here for your entertainment!**_

Now holding onto the pole, Sweetie Belle spun around once, and then lifted her back legs actually in a sexual manner leaning back still singing. Her admirers gathered around her as she presented herself to the crowd.

_**Oh! **_

_**I bet you thought that I was soft and sweet,  
>You thought an angel swept you off your feet,<br>But I'm about to turn up the heat,  
><strong>_

_**I'm here for your entertainment!**_

Sweetie Belle let go of the pole and rolled onto her back while singing. As she sang, some of the stallions lifted her up off the stage as if she were a beloved treasure. She smiled lustfully as she sang, showing how much fun she was having.

_**It's all right, you'll be fine, baby I'm in control,  
>Take the pain, take the pleasure, I'm the master of both,<br>Close your eyes, not your mind, let me into your soul,  
>I'm gonna work it 'til your totally blown.<strong>_

Apple Bloom's group tried to move down another pathway, but once they stepped out they had to quickly hide again as another bout of stallions walked over to the stage that Sweetie Belle was still dancing and singing on. Apple Bloom looked up and saw Sweetie Belle with her forelegs wrapped around a stallion who was on top of her, close enough where they could start kissing at any moment.

_**No escaping when I start,  
>Once I'm in I own your heart,<br>There's no way to ring the alarm,  
>So hold on 'till it's over,<strong>_

Sweetie Belle pushed him off of her, but when she walked backwards she fell into two more stallions' embrace. She closed her eyes and let the feeling of (apparently) sheer esctacy take over as she sang, the two stallions getting in real close to her as if her sheer scent was drawing them in.

_**Oh! **_

_**Do you know what you got into?  
>Can you handle what I am about to do?<br>'Cause it's about to get rough for you,**_

_**I'm here for your entertainment!**_

_**Oh!**_

_**I bet you thought that I was soft and sweet,  
>You thought an angel swept you off your feet,<br>But I'm about to turn up the heat, **_

_**I'm here for your entertainment!**_

As Sweetie Belle sang, she switched from one stallion to the other embracing them lovingly, and getting in real close to them as if she were about to do... things... to them right there. What was happening to her, Apple Bloom thought. Singing the entire chorus, she sexily moved and danced on the stage, letting the stallions touch and caress her at random parts of her dance. Lezard touched Apple Bloom's shoulder and silently told her to get moving. As they all began to make their away from the scene, Sweetie Belle stopped singing for a second after the chorus of the song ended.

_**Oh! **_

_**Do you like what you see? **_

_**Oh!**_

_**Let me entertain ya 'til you scream! **_

For a few seconds there was what seemed like an instrumental part as Lezard, Spike, Silver Spoon, and Apple Bloom made their way secretly away. It ended too soon though as Sweetie Belle jumped down right in front of Apple Bloom, backing her into a wall as she sang. In the end, Lezard grabbed her by the tail and pulled her away, the group now going into a full gallop through Fillydelphia.

_**Oh! **_

_**Do you know what you got into?  
>Can you handle what I am about to do?<br>'Cause it's about to get rough for you,**_

_**I'm here for your entertainment!**_

_**Oh! **_

_**I bet you thought that I was soft and sweet,  
>You thought an angel swept you off your feet,<br>But I'm about to turn up the heat, **_

_**I'm here for your entertainment!**_

Now things got scary, because as they ran, the stallions that were admiring Sweetie Belle were now stalking Apple Bloom's team. Every time they turned down a pathway, one, maybe two stallions would come out of nowhere, forcing them to run down another pathway. Somewhere down the line, Lezard and Apple Bloom got separated from Spike and Silver Spoon, because she couldn't find them anywhere.

What really scared Apple Bloom was that she didn't see Sweetie Belle _anywhere_, but she could still hear her singing. They found themselves back at the stage (they must have been leading them there) and now they were surrounded by all sides. As the song ended, Apple Bloom turned around and was face to face with the one pony she did not want to be that close to right now.

"Sweetie Belle..." Apple Bloom said softly.

"Apple Bloom," Sweetie Belle said darkly, still smiling evilly (and somewhat lustfully), "I'm _so _happy to see you again."

"Wh, what's happenin ta ya?" Apple Bloom asked.

"Big sis told me to have fun and practice my powers," Sweetie Belle said sauntering around Apple Bloom in a way that made her tail swish back and forth, "I had _no_ idea that I my powers were this strong."

"You've used your magic to control the stallions in Fillydelphia," Lezard said suddenly, "What I want to know is where are the mares?"

"Mmm," Sweetie Belle walked over to Lezard lustfully and puts her hoof on his cheek, "He's handsome, Apple Bloom," Sweetie Belle said, "Can we share him?"

"Grr..." Apple Bloom, for some reason, felt really angry hearing Sweetie Belle ask that.

"Answer the question," Lezard said sternly, making Sweetie Belle laugh.

"They're out of the way," Sweetie Belle said, "Out of _my _way."

"Explain," Lezard demanded.

"My destiny is to be the most loved pony in Equestria," Sweetie Belle explained, "If that's to come true, I can't have a town filled with mares vying for their attention," sensing Apple Bloom and Lezard's emotions she held a hoof up, "They're not dead, don't worry. I'm not ruthless like Big Sis is."

"Ya keep sayin 'Big Sis'," Apple Bloom said, "What do ya mean? Rarity wouldn't-"

Sweetie Belle's sweet exterior turned angry and violent as she turned to Apple Bloom, "Rarity is NOT my sister!"

"Sweetie Belle!" Apple Bloom exclaimed.

"I don't need her!" Sweetie Belle screamed, "Twilight is my sister now! She won't tell me I can't be beautiful! She won't push me behind her! She won't steal the spotlight! She loves me! She's all I need now!"

"The Queen of Darkness doesn't understand love," Lezard said, "You seem like a good kid, just misguided. The Queen is using your love for her to control you."

"Kid? KID?" Sweetie Belle shouted getting in Lezard's face, "Is this a child's voice? Is this a child's body? Do you see a child?"

"Maybe not on the outside," Lezard stated, "but on the inside all I see is a child having a temper tantrum."

That wasn't the right thing to say, because Sweetie Belle's beautiful face got twisted into an angry scowl, "I hate people like you," Sweetie Belle said darkly, "You all treat me like a kid, even when I get an adult's body! You're not welcome in _my _world!" as soon as she said that, one of the stallions punched Lezard in the face knocking him to the ground.

"Lezard!" Apple Bloom cried out.

"Lock him up with the others!" Sweetie Belle commanded, "I want Apple Bloom to stay with me," she said putting her hoof on Apple Bloom's face lovingly. Apple Bloom couldn't believe this was her friend. What did Twilight do to her? She wondered all the way as she and Lezard were separated.

* * *

><p>When everyone left, Silver Spoon and Spike walked out of where they were hiding. Silver Spoon rubbed her foreleg looking around in fear as Spike walked over to Lezard's glasses (they were knocked off when he was punched).<p>

"What's going on?" Silver Spoon asked, "Was that Sweetie Belle?"

"I think so," Spike said picking up Lezard's glasses.

"What are we going to do?" Silver Spoon asked, "They have Apple Bloom and Lezard! They were the only one's who could fight! We're just a filly and a baby dragon!"

"Rarity..." Spike said to himself, holding the glasses tightly.

"Spike?"

"She's counting on me," Spike said, "I don't care if I'm a baby dragon! If I can do something to stop Twilight then I'll do it!"

He then ran off in the direction of where they took Lezard. Silver Spoon stood there by herself, thinking about what she should do. She couldn't fight all those soldiers by herself, and Apple Bloom and Lezard couldn't get out themselves. She had to do something. She had to save her friend.

She was the only one who could save her now.

* * *

><p>The stallions tied Apple Bloom's forelegs to the top of the bed, and her back legs to the bottom. She was on her stomach, and the ropes were tied in such away where she still looked elegant in her own way.<p>

"Comfortable?" Sweetie Belle asked walking into the room, "I hope they didn't tie the ropes too tight."

"They ain't cuttin off mah circulation or nothin," Apple Bloom said, "But why did ya go through all o' this?"

"Because I knew if I didn't, you'd run away again," Sweetie Belle said sadly.

"Yer darn right!" Apple Bloom said, "But Ah hoped that ya'd run wit me. Lezard is right, Twilight is usin ya."

"If she were using me then she could have done to me what she did to the others," Sweetie Belle said, "She could have used that star thing she has but she didn't. She made me one of her own because she cares about me."

"The only reason she didn't use that is because she didn't want ta waste magic! Ah saw whut that star does, an' Ah don't think she can use it on everypony. Beside, it's more satisfyin gettin control of ya emotionally."

"You don't know anything about Big Sis!" Sweetie Belle shouted, "You didn't even give her a chance! Look at me, I have my Cutie Mark, I'm beautiful, I can sing! It's all thanks to Big Sis!"

"All o' that ya coulda gotten on ya own!" Apple Bloom shouted, "We coulda gotten out Cutie Marks the _right_ way, an' ya could always sing, an' ya were always beautiful."

"No, I was just living in _her_ shadow!" Sweetie Belle said, Apple Bloom assuming she meant Rarity, "Not anymore though. Now it's _my _turn to be loved. I hoped you could understand."

"Yea, well Ah don't!" Apple Bloom said, "Ah don't understand Scootaloo, an' Ah don't understand you neither! All of ya ain't actin like yer real selves! Ah just want mah friends back! Ah want us ta be a team again!"

"That's what I want too," Sweetie Belle said looking down, "That's why I'm urging you to give Twilight a chance. That way we _can_ be a team again."

"Ah can't do that," Apple Bloom said shaking her head, "Rarity is coutin on me, an' Ah ain't lettin her down. Ah already had ta let one friend down."

Sweetie Belle's expression hardened again, "You side with Rarity?" she asked, "You side with her over me?"

"It ain't about sides," Apple Bloom said, "It's about whut's best fer _all_ o' Equestria. Ah ain't an Element o' Harmony or nothin like that, but Ah can still do whut Ah can ta stop Twilight, an save everypony! Ah'm sorry Belle, but Ah can't support whut yer doin."

"So in the end, you're still against me?" Sweetie Belle asked, getting a sad nod from Apple Bloom. Sweetie Belle looked up, letting the tears flow freely, "You'll see Bloom. I swear it, you'll see. Then you'll side with me," Sweetie Belle turned to the door, "I'll keep the door open for you, always," Sweetie Belle slightly turned to Apple Bloom, "I'll always see you as my best friend, even if we're on opposite ends of the battlefield."

When she left the room and closed the door, Apple Bloom burst into tears of sadness and anger, thinking of the whole situation.

"Ah'll always see you as _mah_ best friend..." Apple Bloom sobbed, "No matter whut..."

* * *

><p>As his vision returned, and he came back to the world of consciousness, he saw that he was in a cave of some sort. His vision was still really blurry, but that was because he wasn't wearing his glasses.<p>

"Damn it," Lezard said to himself. He felt his forehead, happy to see his horn was still there. At least they weren't sadistic. If so, they could have sawed off his horn. Since he still had it he decided to light up the room he was in so he could get a feel for his surroundings. He then looked around and saw that he wasn't alone. In fact, he saw a number of pony figures huddled in the corner of the room.

"Hello," Lezard called out, "I won't hurt you, I swear," the ponies walked over to him slowly and he saw that they were all female, and there were _a lot_ of them. This must be where Sweetie Belle keeps the women, he thought.

"Why did she throw a man down here?" one mare asked.

"Let's just say I didn't agree with the kind of music she played," Lezard said, "Where are we?"

"It's an underground dungeon underneath the mayor's estate," the mare said, "The only other people here besides all of us is I think the mayor's wife, Cadence."

"Cadence?" Lezard asked getting up now, "Me and my allies are searching for her. Where is she?"

"She's in the room next to us," another mare said, "Over by the left wall."

"Thank you," Lezard said walking over to the wall, slowly as to not hit it. Once he was sure he was there he listened through the wall and heard crying. There was a mare in there, "Excuse me," he called out, "Miss, are you Mi Amore Cadenza?"

"H, hello?" she asked through her tears, "Who are you?"

"Lezard Chronostar. I'm a graduate from Celestia's School for Gifted Unicorns. I'm here with my allies to stop Twilight Sparkle from taking over Equestria."

"It's kind of counter productive getting kidnapped yourself, isn't it?" Cadence asked with a slight hint of levity, making Lezard laugh.

"I suppose so, but believe me, this wasn't my intention," Lezard said smiling, "We need to get out of here to stop Twilight. We're under the impression that she's under the influence of an evil entity, and that your magic can-"

"NO!" Cadence shouted, "I can't help you!"

"Why not?" Lezard asked, "You _are_ Mi Amore Cadenza, right?"

"Yes, I am," she sobbed, "But I can't use magic."

"Can't use magic..." Lezard said to himself.

"This weird star appeared on her eye," Cadence explained, her voice getting more and more shaky, "and she told me to never cast another spell again. Ever since then, every time I try to cast any spell, my horn won't glow. At first I thought that she did something to block my magic, but it feels more like I don't _want_ to use it!" she broke down, "I can't use my magic! I'm sorry!"

"A strange star?" Lezard asked himself, "No... not that," he said when he realized what it was. If Twilight had that then she really was the Queen of Darkness.

There may not be any hope of bringing her back after all.

"Huh? Who are you?" one of the mares asked.

"I'm looking for a stallion wearing Canterlotian garments," a young male voice said, "He's a friend of mine."

"Spike, is that you?" Lezard asked walking over to the door. Sure enough, he saw something small and purple through the bars.

"Lezard! Are you okay?" Spike asked holding something up he couldn't really see. Lezard used his magic to feel it out and was pleased when he realized it was his glasses.

"I'll live. Did you see where they took Apple Bloom?" Lezard asked putting his glasses on.

"I think so," Spike said, "But it's heavily guarded by now. I don't think we're going to get to her easily."

"We may have to wait till the morning," Lezard reasoned, "I'm sure Apple Bloom will be fine, but we need to reserve our strength. Also, I found Cadence."

"You did?" Spike asked, but Lezard held up his hoof before he got too excited.

"But Twilight did something to her. I want you to start making your way to Twilight's house and hide there until morning. You need to try one more time to reach out to her, if not slow her down. I'll find Apple Bloom and rescue her in the morning after I get some rest."

"Can you get out of here?" Spike asked.

"Please, these bars are nothing! Twilight isn't the only pony known for magic, after all."

"Okay, don't take too long. I don't think I'm going to be able to hold her off for too long," Spike said before running off. Lezard walked back into the cell and sat down on the floor and rested his head.

"Are you sure you can get out of here?" one of the mares asked him.

"Getting out is easy," Lezard said, "Surviving past tomorrow, that's the hard part."


	19. Chapter 19

**I LOVE COHEED AND CAMBRIA!**

**I just got their album Good Apollo I'm Burning Star IV Volume 1, and I've fallen in love with their sound. I'll be drawing from their energy for this story from now on. For that reason, this chapter is brought to you with the added energy of Ten Speed (of Gods Blood and Burial). Seriously, those guys are rock gods in my opinion, so listen to them!**

Chapter 19: Rescue Mission

So... after realizing that everyone in Canterlot was against her, Applejack did the only natural thing. She ran for it.

As she ran, she was fully aware of the number of towns ponies chasing her. She couldn't fight any of them with a clear conscious though, as they weren't soldiers. Every time she turned a corner though, she saw another towns pony appear in her way. This was getting a little bothersome, and a little scary.

In the end, she found herself in front of the fountain in the middle of Canterlot, surrounded by what she realized were Twilight's soldiers. They looked just like the soldiers from Canterlot that used to guard Celestia, only they were wearing different armor, more gothic.

Applejack looked to her left, then to her right, then looked down tipping her hat a bit...

Hiding her smirk...

"Alright," Applejack said looking up at the soldiers, "Ya'll got me. Ah surrender."

The soldiers looked at each other, confused, "Just like that?" one soldier asked.

"Ya'll made yerselves pretty clear of mah place here. Ah can't beat an army of soldiers, especially if they're directly from Twilight's army."

"Well then," another soldier said trotting over to her, "Come with us, Element of Honesty."

Applejack let the soldiers guide her into the castle. She didn't lie to them, she really _did_ surrender, and she _was_ outmatched.

She just didn't tell anypony _why_ she surrendered, cause she _damn_ sure didn't do it out of hopelessness.

* * *

><p>"I don't get it!" one of the three guards torturing her shouted as he lied down to rest, "That armor can't have made that much of a difference!"<p>

"She's going to crack at some point," another guard said, "She's still a beautician after all."

"I _hope_ you brutes realize that I can still hear you," Rarity said forcing herself to get up, "Honestly, don't talk about me like I'm not in the room. That's just plain _rude_!"

"Well, _excuse_ us," the third guard said, "We didn't realize that you wanted more."

"Actually, I _don't_!" Rarity snapped, "But seeing as how there's nothing I can do about my... current... predicament," she said raising a hoof as high as the chains binding her to the floor would allow, "the least you could do is actually torture me the _proper _way. Honestly, you ingrates not only _tried_ to torture me, but a few of you actually _attempted_ to rape me! By now I expect to be on my last legs. You know what I mean, right?" Rarity then lied down on the floor and pretended to cry, "_Oh_! Please, stop! No _more_! I'll do _anything_, just please, don't HURT ME AGAIN!" she screamed before standing up, "Something like that."

The guards grumbled in agony hearing Rarity's mouth, again... You see, Twilight left them with the orders to make life as hard for Rarity as possible. Since she was in chains that held her to the floor most of the time, that meant she couldn't defend herself, which meant they could pretty much do whatever they wanted to her. Most of the time they just electrocuted her with their magic, but every now and again one of the guard would come in and rape her. What they didn't' know, was that she was tough, so all they managed to do was piss her off. She wasn't scared in the slightest anymore, she was just angry.

But Rarity was generous, so as the Element of Generosity, she felt a need to spread her misery around.

"You're really getting on my nerve, you know that, bitch?" the guard in front of her retorted.

"Oh, is that all?" Rarity said looking away, "Clearly that means _I_ need to up my game a bit."

"Fuck you!" the guard shouted, making Rarity snort arrogantly.

"Trust me, you're performance last night wasn't even _that_," Rarity said now smirking evilly, "You should take lessons from Cloud Runner over there. He know's how to treat a mare of _my _standards."

At that moment, one of the guards shot an electric blast at Rarity, causing her to scream out in pain and fall over.

"GOD, that mare is getting on my nerves!" he said as the other guard tied a scarf around Rarity's mouth, "Good, that way we won't have to hear her mouth anymore."

They began moving the chains so they could move her back into her cell. Her feet were still chained together, but they weren't stuck to any surface. That was bad... for them...

The second her feet were free, Rarity got on her front legs and bucked one of the guards hard in the face. The other two jumped on top of her and began wrestling her to the ground, but she fought and kicked and made the whole thing absolutely miserable for them.

"Dumb broad," the guard she kicked said, "How does anypony have this much fight left in her?"

After a few minutes, Rarity was thrown into her cell, and rechained to the floor, forced to face the back wall.

"I don't know who has it rougher," her guard said to himself, "Her being the prisoner, or us being the ones guarding her."

When she was as shure as she could that he wasn't there watching her anymore, she let her tears flow out freely. She would never let them see her cry, but alone, she could emote as much as she needed. How could Twilight do this to her? They were friends, right?

No, not anymore. The pony that would tell her guards to do this, that pony was NOT her friend.

_Twilight... what happened to you?_

* * *

><p>The inside of the castle hadn't changed too much, but some of the decore had gotten a bit of a darker look. Applejack had to admit, it did look nice, as long as she overlooked where the darker look came from.<p>

"Twilight sure knows how ta decorate a place," Applejack said looking around, "Maybe Ah should have her take a look at mah house."

"If Her Highness has her way, you won't live to see the end of her reign," the guard said harshly. Applejack shrugged and continued her trip through the castle. The guards took her to the dungeon, something that Applejack had never seen. It was really dark in there, but there weren't a lot of prisoners. Well, not _inside_ the dungeon at least. Twilight had all of Canterlot prisoner. Canterlot just didn't know it.

As she trotted with the guard next to her, one of the prisoners caught her attention. A white pony wearing fancy sapphire blue and white armor, and fishnet stockings on her back legs was chained to the ground with her flank facing the front of the cell. It wasn't until Applejack noticed the purple tail and the three diamond Cutie Mark did she realize who it was.

Rarity...

"You can share the cell with your friend," the guard said, "Not like there's anyway you can get her out of here."

"Ah ain't gonna try ta escape," Applejack said dismissively. The guard opened the cell, and Applejack calmly walked in turning her nose in the air. As she walked in, she looked at her cellmate, confirming it was Rarity. Poor thing had a white scarf over her mouth, all four of her legs were chained to the floor, and she looked up at Applejack with a shocked expression. Applejack winked at Rarity, assuring her that it was okay.

The cell door closed, and the guards walked out. Not too smart, Applejack thought, putting them in the same cell. Sure, normally there wouldn't be anything they could do, but they clearly underestimated Applejack's resourcefulness.

When the guards were definitely gone, Applejack immediately galloped over to Rarity and took that scarf off of Rarity.

"I have never been so happy to see you in my _life_," Rarity said.

"Ah bet," Applejack said, revealing the tiny nail she had under her tongue the entire time. She then began picking the locks on Rarity's shackles, "What in tarnation are ya wearin?" Applejack asked through gritted teeth as she guided the lock pick.

"I don't really know," Rarity said, "All I remember is the Element of Generosity glowing after I let Apple Bloom and Spike escape, and next thing I know, I'm wearing this armor."

"Apple Bloom is with Spike?" Applejack asked as she freed one of Rarity's forelegs.

"Yes, Twilight used this weird spell to rapidly age our sisters," Rarity said looking down, "I hated leaving them, and I knew that I would be killing my chances of escaping, but I had no choice. Besides, Apple Bloom's adult body should be enough to defend her."

"Ah saw her," Applejack said after freeing Rarity's other foreleg, "She's wearin a red an' white dress, right?"

"That's right. Was she okay?" Rarity asked urgently.

"She saved may life," Applejack said, "She must have learned some serious sword skills while here, cause she held off an army of Scootaloo's soldiers."

"Apple Bloom fought?" Rarity asked, then went back to something else Applejack said, "You said Scootaloo?"

"Yeah," Applejack freed one of Rarity's back legs and went to the last one, "Whatever Twilight did ta our sisturs, she also did ta Scootaloo. Ah wasn't sure at first, but when Ah saw Apple Bloom Ah became a little more sure. Ya jus' confirmed all o' mah suspicions."

"Twilight, what are you doing?" Rarity asked, flexing her legs once she was completely free, "Take a break, Applejack, I'll hold the pick."

Applejack let go of the pick and Rarity caught it with her magic, "Where did ya send Apple Bloom and Spike?"

"There's supposed to be heading to Fillydelphia to get Princess Cadence and Shining Armor," Rarity said, "Hopefully Twilight's love for her brother is still intact, and with Cadence's magic we can possibly heal Twilight."

"Assumin there's anythang ta heal," Applejack said looking down seriously.

"Applejack, deep down I _know _our Twilight is still-"

"Ya didn't see what Ah saw," Applejack retaliated, "That isn't Twilight bein possessed or guided by sum evil entity. That. _Is_. Twilight," Applejack said, "Ah don't wanna admit it, but our Twilight is tryin ta kill us an' take over all of Equestria."

"Applejack, I... know," Rarity said looking away, "I saw the look in her eyes, and I remember that she said she was going to turn on us, but I know that before that she was our friend. We need to exhaust all of our options before we-"

"Twilight asked us ta restrain her because she _knew_ that this wus gonna happen, an' that we'd have no choice but ta stop her by any means necessary!" Applejack retorted, "Ah'm doin whut Twilight would want us ta do."

"Are you sure that's the only reason?" Rarity said looking at Applejack closely, "Applejack, if there's something you're not saying-"

"Ah'm fine," Applejack said turning to her lock pick and going to the cell door, "Right now we need ta focus on gettin outta here."

"Applejack," Rarity said taunting her a bit, "Based off of what you told the guard, that means you lied to him. You know, when you said you weren't going to escape."

"Ah said Ah wasn't gonna _try _ta escape," Applejack said as she opened the cell door, "We're _gonna_ bust outta here, right now."

(Play Ten Speed of Gods Blood and Burial)

With that said, Applejack pushed the cell door open, and she and Rarity began making their way out of the dungeon. When they got to the main hallway, they saw guards on patrol. There was no way they could get by there without being seen.

"Alright, Rarity, stay behind me, Ah'll-"

Rarity stepped forward and began stomping her foreleg leaning forward, as if about to charge.

"I've been meaning to pay these bastards back for a while!" Rarity said, shocking Applejack a bit. She knew Rarity was tough, but this was just... wow...

"Are ya sure?" Applejack asked.

"_You_ stand behind _me_," Rarity said, "I'll clear a way."

Rarity got on her hind legs and kicked the air giving a loud and angry whinny before charging forward, leading with her horn. A second later, the armor she was wearing began to glow, and diamonds came out of the ground and began rushing with her. Since when could Rarity do _that_?

Why was she still a prisoner?

Applejack shook it off and galloped after her friend, fighting the stragglers that Rarity missed. Together they were able to make quck work of any of the guards that were in their way.

They eventually made it to the throne room, where another wave of guards met them. Applejack rushed forward and began knocking them down, while Rarity shot diamond like blasts out of her horn. It was then that Applejack noticed that those weren't diamonds. They were _ice_. Rarity was using ice magic.

But she shouldn't be able to use magic like that? What happened to her.

After a minute of fighting, the guards parted ways, as if making room for somepony. Rarity and Applejack looked up and saw a sight that left them torn between feeling happy that help was coming, or scared that they were screwed.

They saw Princess Luna...

"Must... protect... castle..." Luna said, as if possessed.

"P, Princess Luna?" Applejack asked.

"It's not safe!" Rarity stated, "She's under Twilight's weird spell! I tried to wake her up a few times, but I think Twilight is the only pony who can release her!"

"Damn it!" Applejack shouted, silently feeling that this just proved that Twilight needed to die.

"STAR SHOWER!" Luna shouted, flying up and sending a barrage of stars down onto Rarity and Applejack. They rolled out of the way, but when they looked up, Luna landed in front of them and began kicking them and swinging her horn as if it were a sword.

Rarity fired her ice at the possessed Luna, but she created a shield to defend herself, and then fired a black and red beam at Rarity, knocking her back. She then buck kicked Applejack into a wall. Luna was about to charge at Applejack, but Rarity rushed over to Luna and used her horn to hold Luna back.

"Applejack, go! I'll hold her off!" Rarity cried out.

"Ah ain't leavin witout ya!" Applejack said forcing herself up, "Don't think ya can play that sacrificial shit wit me!"

"Must... protect... castle!" Luna cried out, sending a wave out and pushing Applejack and Rarity back. This was bad. Luna was an _alicorn_, so their chances weren't all that great. Now she was possessed by Twilight's magic, meaning she might be even _stronger_ now.

Right when all hope seemed lost, the nearby window shattered, and Applejack saw three more ponies she was happy to see.

Rainbow Dash, Pinkie Pie, and Fluttershy.

Rainbow Dash rushed over to Luna and then tackled her, turning into a bolt of lightning. While that was going on, Pinkie Pie was dancing around hitting the guards around her (it looked like she was playing), while Fluttershy was elegantly kicking guards away from her and Pinkie Pie as well.

What struck Applejack as odd was that all three of them were wearing armor as well. It looked different for all of them, but they all had the symbols of their elements. Applejack took another look at Rarity and saw her armor also had the symbol of her element on it. Did this have something to do with the Twilight?

"AJ!" Rainbow Dash shouted running over to her and helping her up, "Sorry we're late."

"Better late than never," Applejack said getting up, "Please tell me ya'll got an exit strategy!"

"Duh! Only an idiot rushes in without an exit planned!" Rainbow Dash stated arrogantly, silently shaming Applejack, who _didn't_ really have an exit plan, "Fluttershy, clear a way!"

Fluttershy nodded and flew over to the main hallway leading out. She then held her hooves forward and it looked like a gust of wind pushed all of the guards in their way back. Did _she_ just use magic?

Pinkie Pie galloped forward and jumped up in the air, flipped in the air, and then _split_ into two Pinkie Pies The two Pinkie Pies rushed the guards and began pushing them further back. While that was going on, Luna was fighting both Rarity _and_ Rainbow Dash at the same time. Rainbow Dash kicked Luna into a wall with lightning speed, and Rarity used that as her chance to fire ice in her way preventing Luna from getting up.

"That's won't hold her for long!" Rarity called out, "We need to get moving!"

"Let's go then!" Rainbow Dash shouted. Applejack nodded and followed her armored friends out of the castle. Once outside they saw a chariot waiting for them. They didn't waste anytime. Applejack, Rarity, and Pinkie Pie jumped in and Rainbow Dash and Fluttershy hooked themselves to the front, and they took to the skies, leaving Canterlot behind.

* * *

><p>After a few seconds, the relief hit them, and Applejack broke out into happy laughter embracing Pinkie Pie and Rarity.<p>

"Ya'll came jus in _time_!" Applejack stated.

"Glad we didn't miss the party!" Pinkie Pie said happily.

"Seriously though, that was close," Rainbow Dash stated.

"Rarity, are you okay in there?" Fluttershy asked (Applejack could have sworn she sounded a little louder than usual).

"I'm fine now, darling," Rarity said with a sigh of relief, "But I must say, you all cut it really close."

"So, somepony gonna tell me why ya'll are wearin armor?" Applejack asked.

"Apparently, during Equestria's darkest hour," Rainbow Dash explained, "The Elements of Harmony are supposed to evolve, but that only happens when we demonstrate the true meaning of our elements."

"So... that means..." Applejack said prompting somepony to continue.

"Okay, like Fluttershy had to apparently get laid first," Rainbow Dash said, making Fluttershy gasp.

"DASH!" Fluttershy screamed, her face now comparable to a cherry.

"Come again?" Applejack asked.

"W, well," Fluttershy stuttered, "I think it's more like I did something to be kind to... myself... for a change."

"Yeah, she and your brother got it _on_ apparently," Rainbow Dash taunted, now making Applejack feel flushed.

"Fl, Fluttershy and Macintosh?" she exclaimed.

"I must say, I'm impressed," Rarity said clapping her hooves, "You actually made a move?"

"Can we _please_ change the subject? _Please_?" Fluttershy begged.

"So, what did you do?" Applejack asked Pinkie Pie.

"I dunno," she said with a shrug, "I just remember Dashie kissed me, and then I got _really_ happy. Happier than I ever felt."

"Rainbow Dash... kissed..." Applejack asked.

"Pinkie Pie?" Rarity finished. They heard somepony holding in laughter, and it sounded like Fluttershy.

"Shut up..." Rainbow Dash said to her fellow pegasus, "At least I didn't have to have _sex_ to get my armor."

Fluttershy grumbled, looking away. This new, more open Fluttershy was going to take some getting used to. Geez, Applejack though. Was her brother _that_ good?

"So if that's true," Rarity said to herself, "Mine must have appeared when I sacrificed myself for Apple Bloom and Spike. The ultimate form of generosity is to give your life for somepony else." Rarity reasoned.

"So, what did you have ta do?" Applejack asked turning to Rainbow Dash, "Yer the most loyal pony Ah know."

"Yeah, well, I had to... um..." Rainbow Dash said before sighing, "Look, I still don't want to kill Twilight, but that's no reason to abandon my friends. I'm going to stand by you no matter what. Does _that_ answer your question?" Rainbow Dash asked harshly.

Applejack nodded, "Yeah, Ah understand. We'll decide whut ta do once we get ta Twilight."

"Speaking of which," Rarity said, "I overheard them talking about taking over Fillydelphia."

"That's where Apple Bloom, Spike, and Lezard went!" Fluttershy cried out.

"Who?" Rarity asked.

"He's the pony who told us about the Elements evolving," Rainbow Dash said, "Speaking of which, Applejack, why hasn't yours evolved yet?" she asked, "You're the most honest pony I know. I would have expected you to be the first one to evolve."

"That is strange..." Applejack said now looking at the necklace around her neck. Would they need all five of them to stop Twilight? She needed to figure out why hers was still in it's basic state, and fast.

The fight against Twilight was right around the corner.


	20. Chapter 20

Chapter 20: Battle For Fillydelphia - Beginning

As Shining Armor woke up, he felt like something was wrong. Last night he went to sleep with Cadence, but for some reason he thought he heard her screaming in his sleep. As he woke up though, something felt different. For one thing, the mare sleeping next to him seemed a little smaller than usual. Not opening his eyes yet, he moved his foreleg over her body, noticing how straight her mane was...

And the lack of wings...

"Good morning, big brother..."

WHOA! Shining Armor opened his eyes immediately and turned to his side. Normally, he would have met eyes with Cadence, but this time, for some reason, he saw Twilight lying down next to him.

"Tw, Twilight," Shining Armor said, trying to calm down a bit, "This is a surprise, seeing you... in my bed... like this..."

"I wanted to be the first mare you saw when you woke up," Twilight said now getting on top of him. This was getting creepy.

"Twi, what are you-"

"You know, you have the most adorable expression when you sleep," Twilight said softly looking into his eyes.

"Twilight? Are you okay?"

Twilight laughed, "I'm fine, big brother. Just, can't get enough of you, is all."

She then leaned into him and kissed him, catching him off guard. There it was again. That same kiss that felt like more than just a brother and sister kiss. Really long, emotional, and... familiar...

Twilight broke from the kiss and smiled sweetly, "I'll get started on breakfast," she said getting up from the bed and trotting away with a bit of a saunter, as if trying to get him to look at... something...

When she was gone, he sat in the bed and thought for a bit, before he realized who was missing.

"Um, Twilight?" Shining Armor asked getting up from his bed and following her into the kitchen, "Were you in bed with me the whole night?"

"Yeah BBBFF," Twilight said as if it were obvious, "We spent the entire night together."

"And Cadence was okay with this?"

Something crashed, and Twilight got really still, "I didn't think I needed Cadence's permission to be with my brother," Twilight said calmly, but Shining Armor could tell she was really angry.

"Twilight, I was just saying-"

Twilight turned to Shining Armor and looked at him with a sort of dangerous look, "Are you telling me that you love her more than me?" she asked harshly.

"N, no! Not at all, Twi!" Shining Armor defended, really afraid for some reason, "I mean, you're my LSBFF, Twilight."

"_Exactly_!" Twilight all but screamed, approaching Shining Armor now, "The love we have for each other is stronger than anypony in the world! As long as we have each other we don't need anypony else, right?"

"R, right, don't need anypony," Shining Armor said, his voice shaking a little, and every bone in his body telling him to run away. But he stood his ground, because that was _still_ his little sister.

Twilight got really close to him and looked into his eyes with more affection than even Cadence showed, as if she literally loved him more than anything in the world.

"From now on, it's just going to be you and me, okay?" Twilight asked. Shining Armor lost his voice, so he just nodded. There was something about Twilight that had him scared out of his mind. It was like looking into the eyes of the devil itself, but that couldn't be. It _was_ still Twilight.

One thing was for certain though. He needed to find his wife.

* * *

><p>Good thing the ropes weren't too tight. They didn't cut her circulation of anything so she could still get a semi-good night's sleep. She half expected to wake up and feel violated, but she felt fine. Besides the fact that she was still tied up, that is.<p>

Damn it... why did she keep getting kidnapped?

"You can't be serious!" Apple Bloom heard from outside her room, "She's in there right now?"

"Scootaloo, calm down," Sweetie Belle urged.

"That bitch betrayed us! Why are you're protecting her?"

"I'm not protecting her! I just want to show her that we're right! If she sees the good that Twilight did for us then-"

"Screw her!" Scootaloo shouted, "She proved that she's not one of us the day she chose Silver Spoon over us! She's dead to me!"

"Scootaloo! Scootaloo!" Sweetie Belle cried out. Apparently Scootaloo walked or flew off. A second later, Sweet Belle trotted into the room, tears in her eyes.

"That sounded intense," Apple Bloom said, catching Sweetie Belle's attention.

"Oh, Apple Bloom, you're awake. Good, I'll see if breakfast is ready," Sweetie Belle said turning back to the door.

"Sweetie Belle, wait," Apple Bloom said, stopping her, "Ah, uh, wus hopin Ah could take a shower or somthin. Ah won't run away, Ah promise. Ya can even lock me in. Ah'll jus' use the bathroom over there," it looked like Sweetie Belle was hesitating, so Apple Bloom continued, "Ya can tie me back up when Ah get out, alright?"

Sweetie Belle sighed, and then trotted over to Apple Bloom. A few seconds later she loosened the ropes so Apple Bloom could get her legs free, but kept them there as she planned on using them again apparently. She waited for a few seconds, as if making sure Apple Bloom wouldn't run, and then she trotted off.

"I'll tie you back to the bed after I come back in," Sweetie Belle said, "Until then, I'll lock the door."

"Thank you, Sweetie Belle," Apple Bloom said. Sweetie Belle nodded and walked out of the room. Apple Bloom heard Sweetie Belle sing a tune of some sort, and the door glowed brightly. Apple Bloom assumed that Sweetie Belle just locked it with magic.

She then walked into the bathroom to freshen up. Amazingly, there were two toothbrushes. Since she knew that this was Sweetie Belle's room, that must have been left for Apple Bloom. She brushed her teeth and then got in the shower. After days of none stop fighting and running, it felt good for her to be able to clean up.

While in the shower, her thoughts went to her situation. Not so much her being a prisoner, but her being an adult. For some reason, she was beginning to feel different. Some of the thoughts that would go into her head before weren't there. In fact, most of the time she thought about either her mission to find Princess Cadence, saving her friends, or Lezard. She still felt weird being an adult all of a sudden, but the longer she remained like this, the more accustomed she became with it.

After her shower she went to the mirror over the sink and took the time to really look at herself. Was this how she would look as an adult? Assuming there wasn't a way to change her back, then this was how she looked now. Her thoughts went to Octavia, the famous classical musician who Apple Bloom had a secret obsession for, and how she would stand on her hind legs to play her cello. Apple Bloom got on her hind legs and used her forelegs to fluff her mane, and then tried to pose a bit in the mirror.

Huh... she was actually really pretty... Besides Octavia, not too many ponies could pull off the hind leg look. Apple Bloom was actually, kind of... hot. She could get used to this actually.

She stepped out of the bathroom, but got a surprise when she got into the bedroom.

"S, S, S, SILVER SPOON!" Apple Bloom cried out, looking at her friend sitting on the bed.

"Apple Bloom, are you okay?" Silver Spoon asked.

"Ah'm fine," Apple Bloom said, "But whut're ya doin here?"

"I'm here to bust you out of here, that's what."

"How in the world did ya even get in here?" Apple Bloom asked.

"I broke in at night," Silver Spoon explained, "I was prepared to get you out of here last night, but you were asleep, and Sweetie Belle was in the room as well."

"Well, Ah appreciate it, but-" they heard a knock on the door, stopping them.

"Apple Bloom, are you out of the shower yet?" Sweetie Belle asked.

"Yea, Ah'm just getting ready ta get dressed," Apple Bloom called out, then turning to Silver Spoon, "You need ta get under the bed _now_," Apple Bloom commanded. Silver Spoon nodded and crawled under the bed. At the same time, Sweetie Belle began unlocking the door. The door opened the same time Silver Spoon got under the bed.

"I can help you with that Apple Bloom," Sweetie Belle said walking into the room, a plate of food floating next to her.

"Thanks Sweetie Belle," Apple Bloom said with a smile. Sweetie Belle walked walked over to Apple Bloom as she put the dress on. Sweetie Belle then took the zipper of Apple Bloom's dress with her teeth and zipped it up for her.

"It's a really nice dress Apple Bloom," Sweetie Belle said sweetly, "But it covers up so much."

"That's the point," Apple Bloom stated, "Ah don't really want a whole bunch o' attention from bein a grown mare without a Cutie Mark."

"You do know you could remedy that though, right?" Sweetie Belle said, "I know I could convince Big Sis to cast the spell for you."

"Ah'm sorry, but Ah still don't agree wit her methods," Apple Bloom said getting on the bed. Sweetie Belle immediately sang a song and the ropes rewrapped themselves around Apple Bloom's legs, "Ah am curious though, what did that spell do?"

"It was weird," Sweetie Belle said, "I saw myself in front of a stage, and I was singing. It felt so good, and natural. I felt like I was actually there, and before I knew it, my Cutie Mark was coming in in the vision."

"So it really is yer Cutie Mark..." Apple Bloom said looking down.

"See?" Sweetie Belle asked moving the plate of food to Apple Bloom so she could feed her, "I told you. Twilight helped us. I was so afraid of singing before, I would have never gotten on stage. Truth is when I think about it, it was so obvious."

"But aren't ya sad that ya didn't figure out yer special talent on yer own? Witout magic?" Apple Bloom asked.

"Not really," Sweetie Belle said using her magic to spoon feed Apple Bloom, "I just see it as a way of figuring out what I'm special at. Twilight just helped me with that. Some ponies just need an extra boost, that's all."

"Well, Ah still ain't changin mah mind," Apple Bloom said, "Ah'll admit, Ah may have been wrong 'bout the whole Cutie Mark thing, but Ah ain't gonna side with Twilight."

"So you're still not going to side with me?" Sweetie Belle asked.

"Ah can't, ya know that Sweetie Belle."

"Then I can't let you leave this room, Apple Bloom," Sweetie Belle said, taking the bowl away once Apple Bloom finished, "If you leave this room, then you'll attack Big Sis, and I'll have to defend her from you. I don't want to fight you, Apple Bloom."

"Ah don't wanna fight you either," Apple Bloom said.

"Then promise me that you won't try to leave this room," Sweetie Belle urged suddenly, catching Apple Bloom off guard. Shoot, she was caught. Sweetie Belle knew that Apple Bloom was an obvious lier, but she needed to get out of here to find Lezard, Spike, and Cadence.

"Say it," Sweetie Belle urged, "Tell me that you won't leave the room!"

"Belle, Ah..."

Before she could finish her sentence, Trixie trotted out of a shadow, "Sweetie Belle, we have a situation. One of your enchanted stallions spotted a chariot heading our way, guided by two pegasi. They think it's _them_," Trixie stated.

"What do you want me to do about that?" Sweetie Belle asked, "The stallions can handle it."

"Don't underestimate the Elements of Harmony," Trixie stated, "An army of enchanted stallions are no match for the power of the Elements, and don't forget that your hold on them isn't as strong as Twilight's hold. They can break it."

"Ugh, _fine_," Sweetie Belle said trotting over to Trixie, "I'll be back Apple Bloom. Don't go anywhere."

The two unicorns walked into a shadow in the wall and vanished. As soon as they were gone, Silver Spoon crawled out of the bed.

"Should we be scared?" she asked Apple Bloom as she untied her.

"Ah say we should be thankful," Apple Bloom said, "We need ta find Lezard."

Silver Spoon nodded and the two of them began galloping to the door.

"Wait, wait, wait, WAIT!" Apple Bloom said when she reached the door, grabbing her sword which was right next to the door, "Help me get this on while we run!"

* * *

><p>"Um, excuse me!" Lezard called out from his cell, "We have a situation in here! One of the mares locked up in here was pregnant and she's going into labor right this second!"<p>

Two enchanted stallions ran to the cell, "Are you serious?"

"Do I look like the kind of stallion who kids around about stuff like this?" Lezard asked, "One of you needs to-" the cell door opened up immediately and both of the stallions galloped inside."

"Summer Rain, I'm here," one of the stallions said, as if the enchantment was lifting a bit (Lezard took note), "Is it finally time for-"

WHAM!

BAM!

Lezard winced a bit watching the mares knock both stallions out. Afterwards he shrugged his shoulders, "Huh, false alarm I guess."

After putting the stallions somewhere not visible, Lezard ran over to Cadence's cell while the mares all ran out of the dungeon, "Cadence!" he called out, catching her attention. God, Lezard thought looking at her, considering her lack of magical ability at this moment, what Twilight did to her was simply overkill.

"Lezard, right?" Cadence asked looking up as best as she could, "I see you're escaping."

"Yes, and I'm not leaving here without you. Whether or not you can use magic, Fillydelphia needs you."

"There's no point," Cadence said sadly, surprising Lezard a bit, "She's taken my husband, my magic, and it's only a matter of time before she takes control of all of Fillydelphia."

"You can't be serious about giving up," Lezard stated, "I'm sure that once the Elements of Harmony get here-"

"Twilight _is_ one of the Elements of Harmony," Cadence said, "If they fight her, they'll die. No one is to survive Equestria's Darkest Hour."

"Well, I'm not going to give up," Lezard said point his horn at the door, and blasting it with a magical blast breaking the lock. He then shot at the chains binding Cadence freeing her from her prison as well, "Think of what you're aunt Celestia would do at a time like this," Lezard said before galloping off. He had no idea what Cadence was going to do, but he couldn't worry about that. He had to find Apple Bloom and Silver Spoon. Since Cadence couldn't use her powers anymore, what she did at this point was all her own choice.

When he got out of the dungeon, it was either early morning or high noon, cause the sun was blindingly bright. Once his eyes readjusted, he saw the mares fighting the stallions, and actually _winning_.

"Hell hath no fury like a mare scorned," Lezard said to himself before galloping off. When he made it to the town square, he stopped and looked around. Hopefully Apple Bloom would have enough sense to come back here.

"Lezard!" a female voice shouted. Lezard turned around and saw Apple Bloom and Silver Spoon galloping over to him.

"Good, you two are o-" Apple Bloom hugged him immediately when she reached him.

"Are ya alright? They didn't hurt ya too badly, right?" Apple Bloom asked now looking at his face and turning it around making sure he was okay.

"I'm fine, Apple Bloom," Lezard said with a laugh, "You don't have to worry so much about me."

"Sheesh Apple Bloom, you look like a concerned mother right now," Silver Spoon said shaking her head, making Apple Bloom stop immediately and step back from Lezard.

"Oh, uh, sorry 'bout that," she said sheepishly.

"It's fine, but we have mor epressing matters right now," Lezard said seriously, "I'm afraid I have bad news."

"Wh, whut?" Apple Bloom asked, both she and Silver Spoon looking worried now.

"Well, good news is I found Mi Amore Cadenza," Lezard said, raising his hoof before the young filly's in front of him got too happy, "But Twilight used the Power of the Queen on her."

"Power... of the Queen...?" Apple Bloom asked.

"I'm sure you've seen it," Lezard stated, "Think back to when she took control of the guards in Canterlot."

A look of knowing hit Apple Bloom, and she looked at Lezard with a scared expression on her face, "Ya mean that weird red star that appears on her eye?" Apple Bloom asked, getting a nod from Lezard.

"That's the Queen's personal power, and most dangerous. It allows her to give a pony one single command that they have to obey no matter what. It could be as simple as walk on your forelegs for five minutes, complex as giving a series of tasks, as vague as 'you work for me now', or as percise as... 'don't cast another spell ever again'," Lezard said looking away. Apparently Apple Bloom realized what he was saying with that last one, but she needed clarification.

"Whut would happen wit that last command?" Apple Bloom asked, "Do ya know?"

Lezard nodded, "I saw it myself. No matter how much she tries, she can't even get her horn to glow. It's as if her body refuses to use the magic she was born with."

"No..." Apple Bloom said looking down.

"What does that mean for us?" Silver Spoon asked.

"It means that our plan is shot," Lezard explained, "We were going to have Cadence try to use her magic to remind Twilight of the love she has for her friends, but since he rmagic was disabled now we'll never know if it'll work."

"So our only hope now is ta..." Apple Bloom asked. Lezard could only sigh in response, "Damn it!" Apple Bloom shouted stomping her hoof on the ground in anger, "Ah failed her..."

"Apple Bloom," Silver Spoon said rubbing Apple Bloom's side comfortingly.

"Rarity wus countin on me, an' Ah let her down," Apple Bloom began to cry a bit, "Whut can Ah do now?"

Lezard hated seeing Apple Bloom like this. Sure, he didn't know Twilight very well, but he didn't want to kill somepony who apparently was _supposed_ to be extremely kind hearted and loving, and he could tell that Apple Bloom was having a really hard time with all of this. Her friend turned into a monster, her childhood was stolen, her best friends were now her enemies, and now the one plan she had to fix it all was stopped before it even began.

Poor thing...

Lezard trotted over to Apple Bloom and put hos front hooves on Apple Bloom's shoulders, "You still have a sword. You can still do _something_."

"Ah ain't no Element o' Harmony!" Apple Bloom cried, "Ah ain't no fighter, and I sure as hell ain't no hero! Ah jus want things ta go back ta normal! Ah want Twilight back! Ah want mah friends back! Ah don't _wanna_ kill anypony!" Apple Bloom broke down into heavy sobs now.

"Apple Bloom..." Lezard said looking away. He could see now. Deep down there was still a child in there, and that child was truly terrified right now.

"Hey, I see them!" a familiar tomboyish voice called out, "Fluttershy, land down there!"

A second later, a chariot guided by Rainbow Dash and Fluttershy landed near them. As the pegasi unhooked themselves, Pinkie Pie, Applejack, and one other pony Lezard had never seen before (he assumed that was Rarity) stepped out of the chariot, Applejack looking at the scene between Lezard and Apple Bloom in shock.

"Oh mah stars..." Applejack said, apparently recognizing her sister now.

"Apple Bloom!" Rarity called out galloping over to the inconsolable filly/mare.

"Ah'm sorry Rarity," Apple Bloom sobbed looking at Rarity, "Ah didn't make it here in time. Twilight got here first an' she... she..."

Rarity hushed Apple Bloom in an almost motherly fashion, "It's okay Apple Bloom. You tried your best."

"Ah know Ah promised Ah wouldn't cry, but-"

"Don't worry about that," Rarity said now embracing Apple Bloom, "I'm just happy that your safe."

"By not getting here in time," Rainbow Dash said, "Does that mean..."

"Thankfully Mi Amore Cadenza is still alive," Lezard said, "But Twilight was able to disable her magic."

"What? How?" Fluttershy asked.

"Probably wit the same weird magic she used on Princess Luna makin her a mind slave," Applejack said, trotting over to her sister, "Apple Bloom, you alright?" she asked softly.

"Ah'm sorry Ah led ta you," Apple Bloom said, "Ah didn't think ya would-"

"Ah understand why ya did it," Applejack said, "But right now ya gotta be strong. We ain't done yet. Ah'm sure we'll find a way outta this."

Apple Bloom nodded, and wiped her eyes as Rarity let go of her.

"So, what's the plan now?" Rainbow Dash asked, "We can't count on Cadence's magic, Twilight still has an army against our five, sort of six, grown mares, a stallion with powerful magic, and-" she looked at Silver Spoon, "What are you doing here anyway?"

"I... uh..." Silver Spoon said looking away.

"They'll be time to scold her later," Rarity said, "I just realized we're shot one member here."

"Yeah, where's Spike?" Pinkie Pie asked.

"I sent Spike to the mayor's estate as a last ditch effort to get Twilight back and to make sure that Cadence's husband Shining Armor was safe," Lezard explained.

"She's with Shining Armor now?" Fluttershy asked.

"He could be in a lot of trouble," Applejack said seriously, "We need ta git over there pronto! Apple Bloom, Ah think ya should-"

"Ah'm... goin too!" Apple Bloom said straightening up, "She still has mah friends! Even if Ah can't fight Twilight, Ah can still rescue Sweetie Belle and Scootaloo!"

Applejack looked down as if having a hard time. Clearly she still saw Apple Bloom as a child and didn't want her to get hurt.

"I personally say the more help we have the better," Lezard said, "But Silver Spoon here _should _stay in the chariot where it's safe."

"What? You mean Apple Bloom gets to fight and I don't?" Silver Spoon whined.

"Apple Bloom is still in a grown up's body, and _she_ has a sword," Lezard explained.

"Speakin of which," Applejack said, "Since when could ya use a sword? Have the Cutie Mark Crusaders been doin anythang Ah need ta know about concernin sharp objects?"

"No, Applejack," Apple Bloom retaliated, "A sword is jus' a tool like a hammer or a wrench. Ah've always been good wit tools, ya know that."

"Yeah!" Pinkie Pie piped up, "She helped me fix the Cake's oven last month. I was prepared to call the repair stallion, but Apple Bloom was there at the time buying a cake and she wanted to take a look at it. Next thing I know she's asking for a series of tools and begins fixing the oven. Actually, I think it works _better_ now."

"So you're a tool master?" Lezard asked.

"It ain't that big of a deal," Apple Bloom said shrugging her shoulders, "Ah git mah hands on a tool, an' Ah jus' know how it works."

"Not that big of a deal?" Rainbow Dash said, "Kid, that's amazing! I didn't know you were the queen of all repair ponies! I might ask you to fix some things around my place one day."

"Please, don't make a big deal 'bout it," Apple Bloom said, "'sides, we gotta mission, right?" even though she had to think about that. She _could_ use an assortment of tools, and all of them she learned how to use instantly.

Was that... her...

"Honestly, never send a stallion to do a mare's job!" they heard Trixie say. Everyone turned and saw Trixie walking up to them.

"What? Trixie?" Applejack asked.

"What are you doing here?" Rainbow Dash asked.

"Simple, defending Twilight from _you_!" she stated.

"You're... working for Twilight now too?" Fluttershy asked.

"That's right," Rarity answered for Trixie, "She's second in command of Twilight's armies."

"And I didn't come here alone either," Trixie said.

"You just don't know when to quit, do you?" Scootaloo said trotting over to them with her flamethrower spewing fire.

"Why didn't you stay in the room, Apple Bloom?" Sweetie Belle asked sadly, "You know this means we have to fight now, right?"

"The Queen's highest ranking officers!" Lezard stated as all of them stood in a circle around Silver Spoon, "There may only be three of them, but they're extremely dangerous!"

"Sweetie Belle..." Rarity said looking at her sister in sadness. Sweetie Belle looked at Rarity briefly, but then turned her nose in the air. Rarity was seriously hurt by that.

"I've gotten a lot stronger now," Trixie said, now charging up with magic, "As such, this time, I don't plan on letting you make a fool out of me!" instantly about fifty of those black soldiers came out of the ground and took form.

"This just went from bad to worse," Rainbow Dash said seriously.

"We can't give up yet!" Applejack commanded, "We gotta get ta Shinin' Armor's estate!"

"As much good as that'll do," Scootaloo said, "By now, Twilight has Shining Armor wrapped around her hoof."

Lezard, and he assumed every other pony there with him, was silently hoping that wasn't the case. Between him and Spike, they might have a chance of stopping her. Please be okay Spike...

* * *

><p>Shining Armor put on his red jacket, blue sash, and put his sword at his side. Something wasn't right with Fillydelphia, and Twilight was still acting funny. After taking a look around the entire estate he was finally able to convince himself that Cadence wasn't anywhere inside. He didn't want to believe that Twilight had anything to do with it, but he had to find his wife, <em>and<em> get to the bottom of this.

"Where are you going?" he heard behind him, _right_ when he was at the door.

Damn it, it was Twilight.

"I... just... wanted to go for a walk... that's all," he said carefully.

"With your sword?" Twilight asked, raising an eyebrow.

"Well, I always bring my sword with me, just in case, you know?"

"Shining," Twilight pouted, "You've been avoiding me all day. Did I do something to upset you?"

Considering I suspect you kidnapped my wife, YES, he thought, but then quickly dismissed it. She _didn't_ take Cadence! There was no way.

"No, I'm just a little concerned about Cadence, that's all. I haven't seen-"

"WHY ARE YOU WORRIED ABOUT HER?" Twilight shouted, "_I'm _your little sister! You should be thinking only about _me_!"

"Twilight, I'm just saying-"

"For_get_ about Cadence!" Twilight said trotting over to Shining Armor, "I'm the _only_ mare in your life! The only mare that _needs_ to be in your life!"

"Twilight-"

"I'll love you more than she will ever love you!"

"Twilight-"

"I'll do everything to make you happy!"

"Twilight-"

"I'll do more than she'll ever do!"

"Twilight-"

"I love you, Shining Armor," Twilight said now right in front of him, tears in her eyes as she spoke, "So... much..."

"Tw, Twilight, you're scaring me now," Shining Armor said, trying to stay in control.

"Let me show you," she said, locking lips with him, but this time the kiss was _a lot_ more than just a brother and sister kiss. This was clearly incestuous, and Shining Armor was about to push away.

But then he realized something. This kiss was the exact same kiss Cadence used last night. The mare with him last night wasn't Cadence...

Oh god... Shining Armor was getting sick thinking about it. That meant last night, he slept with...

"TWILIGHT!" a young voice called out, breaking the kiss immediately. Twilight looked to the side, and an instant scowl came over her face.

"You..." she said spitefully. Shining Armor slowly turned to see the last pony he expected to see there. Actually, it wasn't a pony standing there. It was a dragon. A baby dragon.

Spike...


	21. Chapter 21

**In response to some of the reviews: This story _is_ rated T for teen, for violence, strong language, and suggestive themes. I'm sorry if the last couple of chapters were a little intense, but the thing with Shining Armor and Twilight is meant to be disturbing. Anyway, here's the next chapter (FINALLY!). Enjoy!**

Chapter 21: Battle For Fillydelphia – Beauty Sleeps, The Queen Cries, and the Tool Master Awakens

The fight broke out instantly. Problem was, they were outnumbered fifty three to seven.

Rainbow Dash and Pinkie Pie were working together, Pinkie Pie taking advantage of her illusion abilties to multiply herself, disappear, reappear, and basically mess with her opponents while Rainbow Dash stayed mostly in the air, dashing past the undead soldiers surrounded by lightning.

Rarity and Fluttershy were supporting each other much like Rainbow Dash and Pinkie Pie. Rarity stayed at a distance firing icicles with her horn, but Fluttershy danced around the battlefield dodging the soldiers attacks and made them hit each other mostly, and often using the wind to guide her movements.

Applejack, Apple Bloom, and Lezard were staying together, Lezard using his Arcane spells to support the sisters, both using close quarter combat and staying close to each other. Silver Spoon ran into the chariot after all and just watched the fighting.

"APPLE BLOOM!" Scootaloo shouted, catching the earth pony's attention. A second later, Apple Bloom rolled out of the way as a wave of fire as Scootaloo flew down to tackle her.

"Apple Bloom!" Applejack called out.

"Ah'm fine!" Apple Bloom responded before focusing now on Scootaloo, who engaged her in hoof to sword combat (Scootaloo's armor defended her from Apple Bloom's sword).

"Oh Element of Generosity!" Rarity heard from behind her. She turned around and instantly created an ice shield to defend herself from Trixie's lightning attack.

"Trixie!" Rarity shouted.

"Just being generous!" Trixie said walking over to Rarity, "You know, paying you back for last time! STORM AVATAR!" Trixie called out. She was then hit by a bolt of lightning, but it actually empowered her, engulfing her entire body with electricity and making lightning come out of her eyes, "Shall we go for round two, Element of Generosity?" Trixie asked, smiling confidently.

"Fluttershy, will you be okay?" Rarity asked.

"Y, yes, but what are you-"

"I need to find Spike and lead Trixie away!" Rarity said galloping off.

"Rarity, be careful!" Fluttershy called out to her friend.

"Don't run! We're just getting started Element of Generosity!" Trixie shouted galloping after Rarity. Fluttershy watched them gallop away before returning to her fight, praying for her friend's safety.

* * *

><p>While Apple Bloom was fighting Scootaloo, she heard Sweetie Belle sing a tune. A second later, en energy beam from the sky came down on top of Apple Bloom and she was forced to dodge.<p>

"Sweetie Belle!" Apple Bloom shouted.

"I told you Apple Bloom, if you left that room then I'd have to fight you!" Sweetie Belle said, her eyes filling with tears.

"She brought it on herself!" Scootaloo said angrilly, "There's no point in defending her! Even now she'd rather remain a blank flank and fight with those traitors rather then join with her so called _friends_ and fight with us!"

"Ah didn't abandon anypony!" Apple Bloom shouted in retaliation, "Ah jus'..."

"You _just_ turned your back on us for our, how did you put it, _stupid games_," Scootaloo said, making Apple Bloom wince, "Face it, Sweetie Belle, she doesn't believe in friends forever! If she did she would be with us instead of with _them_!"

"Damn it Scootaloo! Damn it Sweetie Belle!" Apple Bloom screamed, "Ah jus' wanted ta git mah Cutie Mark the proper way! It wus hard fer me, bein' the last one in mah class ta have a Cutie Mark, bein the butt of Diamond Tiara's jokes, Ah wus tired of it, so that's why Ah went off! Ah wus sick an' tired of playin around wit silly things like pyrotechnics ta get mah Cutie Mark!"

Silly, huh?" Scootaloo said looking down, "You don't understand anything! I hate you so much!"

"Sc, Scootaloo!" Sweetie Belle said taken aback, "You don't mean that!"

"Damn right I do! Her very presence makes me sick! Sweetie Belle, if we're to charge to the future then she needs to die!"

"Scootaloo, I don't think I can really..." Sweetie Belle was hesitating. Was there a chance?

"Sweetie Belle, if we don't kill her here and now she's going to get Twilight! You don't want her to hurt your sister, do you?"

That looked like it hit something, because Sweetie Belle looked away and shed a tear, "I'm sorry, Bloom..." she then looked right at Apple Bloom and sang another tune,making another laser shoot down from the sky. Apple Bloom rolled tto the side, and then turned to Lezard and Applejack.

"Ah'm gonna lead 'em away!" Apple Bloom called out before running off.

"Apple Bloom!" Applejack called out, about to run after her.

"Let her go!" Lezard shouted, catching Applejack's attention.

"But-"

"Whatever's happening between the three of them is between them! If it's ever going to end, then they have to be the ones to settle it!"

Applejack hated it, but she had no choice but to leave it to her sister. Please be careful Apple Bloom.

* * *

><p>Looking at her had his heart racing. It looked so much like Twilight, he even remembered seeing her with that same expression on her face. But something behind those eyes was different, sinister, and evil. Pure evil.<p>

"What are you doing here, _Spike_," Twilight said spitefully.

"I came her for you, Twilight," Spike said seriously, but with the slightest edge of care, "I promised, right? That I would always come to wake you up."

"It's a little too late for that Spike!" Twilight stated angrily, "You shouldn't have left me in that room to rot! Not even a letter asking if I was okay!"

Shining Armor ran over to Spike, "What the hell is going on here?" Shining Armor asked.

"Shining, Cadence is locked up in the caves under Fillydelphia," Spike said, shocking Shining Armor.

"L, locked up?"

"I'll take care of Twilight. You need to save Cadence."

Shining Armor looked down seriously, and then began galloping to the door.

"Shining Armor!" Twilight called out, actually making him stop, "Please, don't leave me!"

"Twilight, I don't know what's gotten into you, but..." Shining Armor sighed not turning to her, "I'm sorry..." he then ran out the door. Twilight began stomping her feet getting more and more upset.

"Shining Armor! SHINING ARMOR!" she screamed to the point where there were tears in her eyes. She then glared at Spike, "You made him LEAVE!"

"Twilight, this monster isn't you!" Spike said, "Remember who you really are! Remember fighting Night Mare Moon! Remember fighting Discord! Remember saving Canterlot from the changeling queen! All the good times we had in Ponyville with the others, that's you!" it looked like Twilight was beginning to remember, because her expression was softening a bit, "I'm sorry, Twilight. You're right, leaving you in the darkness like that wasn't right. We gave up on you, we didn't even try to save you or understand what was happening to you, but _I'm _here now! Seeing you like this is killing me, Twilight," Spike actually began tearing up as he spoke, "You've always been like a sister to me, Twilight. I love you, and I want _my_ Twilight back. The Twilight who would fuss over the tiniest error, who was always looking up at the stars or had her face glued to a book, who would yell at me for even throwing off her schedule even a little, and who jumped to conclusions about everything. That's _my_ Twilight, and I want her to come back."

"Oh, Spike," Twilight said softly, her kind expression returning, "You've always been like a brother to _me_."

"R, really?" Spike asked, he heart leaping. He did it. He saved Twilight. Now they didn't have to-

CRASH!

A bolt of lightning came down on Spike blowing a hole in the roof and knocking him down.

"That's why I was so HURT when you chose Rarity over me!" Twilight stated. Spike slowly looked up and saw her angry expression returned.

"No..." he said, more so to himself than to Twilight.

* * *

><p>While Rarity ran to the estate, she continued to jump around getting out of the way of Trixie's magic. A few times she almost got hit, but apparently it wasn't her time yet. Besides, she had to get to-<p>

_AGH!_

That scream in her head. It sounded like Spike! How was she hearing him though? It didn't matter, something in her heart was telling her that he was in trouble, and she couldn't let Spike get hurt.

"I'm coming Spike!" Rarity said to herself now focusing on the estate, Trixie still following her.

"Where are you going, Element of Generosity?" Trixie called out, "The fun is just beginning!"

I don't have time to play with you, Rarity thought to herself, Spike's safety is so much more important than amusing you right now. She continued her gallop to the estate, actually running past Shining Armor who was _leaving _ the estate.

They locked eyes for a mere second while passing each other, silently conecting with each other and explaining what was happening. In that mere second she was able to guide him to where he needed to go, and he was able to confirm for her that Spike did need help.

Hang on Spikey Wikey...

Hang on...

* * *

><p>He had to save Cadence, but the look in Rarity's eyes told him that not only did she know what happened to Cadence, but she needed help. When he saw the enraged mage chasing her he knew what he had to do.<p>

Focusing on his horn, he created a magical wall preventing the mage from proceeding forward.

"YOU!" the mage shouted, "If Twilight didn't want you alive then I'd kill you for stopping me!"

"You're working for my sister?" Shining Armor asked, "Tell me, what happened to her? Why did she kidnap my wife?"

"I don't know what happened to Twilight, but that's not my concern!" the mage shouted, shocking Shining Armor.

"Not your concern?"

"All that matters to me is Twilight's happiness, and I'll do whatever it takes to make her happy!"

This mage, he recognized her now. This was Trixie Lulamoon. He had heard rumors on how she fell from grace at the hands of Twilight because of an incident with an Ursa Minor. She didn't seem evil, but Twilight...

"What's my sister planning?"

"I told you, I don't concern myself with 'why'! As long as I can make her smile, I'll do the wost deeds and kill anypony she tells me to!"

"You're..." he said pitying this poor pony, who for whatever reason allowed herself to become a tool.

"Twilight told me that I was to kill the pony you just protected! Now I'm going to get to her even if I have to THROW YOU ASIDE!"

She then charged at Shining Armor, engaging him but clearly trying to get to Rarity. Shoot, he needed to get to Cadence, but if he left this fight then Trixie would get to Rarity and Spike, and who knows what would happen at that moment.

He had no choice. He had to engage her fully, guiding her away so somepony could take over for him. If both Rarity and Spike was here, then somepony had to be here offering support for them as well.

At least, he hoped.

* * *

><p>Apple Bloom ran as fast as she could away from the pegasus pony flying after her and firing flames at her. All the while, Sweetie Belle 's sweet singing voice was heard (how did she do that!) causing random pink lasers to fall down on top of her.<p>

"Sweetie Belle, ask some of your stallions to help us stop her!" Scootaloo commanded. Suddenly Sweeetie Belle _literally_ changed her tune. Good news, the laser's stopped, bad news, a stallion kicked Apple Bloom through a door into a building.

"Good boy," she heard Sweetie Belle say outside.

"We're not waiting for her outside," Scootaloo said, "Come on!"

When Apple Bloom got up, she looked around and saw that she was inside somepony's workshop. There were a lot of tools and gadgets inside, some of them she didn't even recognize back in Ponyvile. Fillydelphia sure was advanced.

She heard Scootaloo and Sweetie Belle walking in another room apparently looking for her. She needed to get moving. Crouching down she began to slowly crawl away into another room, her heart beating so hard she swore they could have found her solely by listening to her heart.

She found herself in another room, this one looking like an assembly line of some sort. Right, Apple Bloom thought, the ponies in Fillydelphia used steam powered machines along with magic. That way anypony could work as efficiently as a unicorn even without magic. Apple Bloom had always wanted to see these machines in person. Oh... if only she could use machines like this on a daily basis.

Her heart began to flutter a bit looking at them, like she was right where she needed to be. Almost like she was... home...

She was completely lost in the moment that she completely forgot that she was supposed to be running for her life.

"There she is!" she heard Scootaloo shout. Okay, now she remembered.

Scootaloo and Sweetie Belle galloped over to Apple Bloom, who jumped over a conveyor belt in order to escape. After running a bit though she saw the control panel to operate the machines.

I think I can use this, she thought. It didn't look that difficult.

Apple Bloom got inside the control room and instinctively turned the switch that activated all of the machines in the room. Scootaloo, who was standing on the conveyor belt when it activated, fell over and was now moving down the assembly line.

"Scootaloo!" Sweetie Belle called out.

"Get to that control room!" Scootaloo commanded. Sweetie Belle nodded and began making her way to the room Apple Bloom was in.

Don't these rooms usually rise with a button? Apple Bloom looked around until she saw a few levers. Those were the ones she needed. Pushing the first two up, the room she was in not only rose, but moved to the side.

"Apple Bloom!" Sweetie Belle shouted, "Come out of there!"

Not a chance, Apple Bloom thought to herself. She looked over at the conveyor belt and saw Scootaloo running down the conveyor belt. What was she planning. Well, from where Apple Bloom was she could see everything in the room and control everything. Now, how could she slow Scootaloo down.

Got it.

She pushed another button which moved a set of hammer into position. After that, she pulled a lever which made the hammers hit the conveyor belt really fast. It was so much that Apple Bloom saw Scootaloo actually having a little trouble, but she was still able to dodge.

As she toyed with them, something inside Apple Bloom awakened. She realized what she was doing. All of these machines, which she never seen before, she was using like a pro. She then went back mentally to when she was five. Most little girls liked dolls, but Apple Bloom was more of a fan of play tools. She had a toy tool set complete with a hammer, wrench, and a saw. When she got a little older, she upgraded to an actual hammer, wrench, and saw. Now here she was, using advanced tools. Automated tools. This was her passion. This was who she was. She loved tools. Using them, learning about them, creating with them. She felt more elated than she ever felt, once again losing herself in the moment.

There was a crash, and the machines started to shut down. The control room also shook, and Apple Bloom noticed that the room was tilting. What happened?

Another crash, but this time Apple Bloom saw a pink blast hit the room she was in. She looked down and saw Sweetie Belle surrounded by a magical circle, and it looked like she was singing. Damn it! If this keeps up...

"APPLE BLOOM!" she heard from outside. Apple Bloom turned around and saw Scootaloo charging to the window of the control room. She punched through the window and just glared at Apple Bloom for a second, who fell to the ground in surprise.

"Cute," Scootaloo panted, "Real cute, but the game's over! There's no place for you to escape!"

"Wanna bet?" Apple Bloom challenged. A second later, she charged into Scootaloo and they both fell out of the control room. The fall wasn't too long, so Apple Bloom wasn't too hurt. She slowly got up and stepped away from Scootaloo. As she got up, she heard Sweetie Belle gasp slowly.

"Apple Bloom..." Sweetie Belle said, "Y, your flank..."

Apple Bloom looked at Sweetie Belle, and the at Scootaloo, who was getting up and gave an annoyed grunt.

"You're kidding me..." Scootaloo said. Now Apple Bloom was curious, so she turned to look at her flank. She didn't have a heart attack. She didn't scream out in shock. She just looked at it, almost brought to tears.

She saw a brown gear, with two tools in front of it in the form of an X. One tool was a pick ax, and the other tool was hammer. All of this was right on the left side of her flank.

"It's... mah Cutie Mark..." Apple Bloom said, now tearing up, "Ah found it. Mah special talent."

"Well, aren't you special?" Scootaloo said angrilly, "Too bad it doesn't help you. Just because you got your Cutie Mark doesn't change anything," Apple Bloom laughed, she _laughed_, "What's so funny?"

"Ya really don't get it," Apple Bloom said, "This ain't jus' any ol' Cutie Mark. This Cutie Mark means that even now I'm still in mah element."

"Oh really?" Scootaloo asked. Almost answering her question, Apple Bloom kicked something behind her, making the structure above Scootaloo fall down on top of her. At the same time, Apple Bloom grabbed the rope that was rising up and used it to fly up to the window e second floor.

Apple Bloom thought she heard Scootaloo command Sweetie Belle to follow her, meaning that she had to keep moving. Even as she ran though, she couldn't get over her happiness. She did it. She _finally _had her Cutie Mark.

Take _that_ Diamond Tiara.

* * *

><p>"You always <em>loved<em> Rarity, the whining bitch!" Twilight said slowly walking over to Spike, "_Oooh, my _MANE_, it's going to get RUINED! I can't go out looking like _THIS_! I hate getting my hooves dirty! AH! I look _absolutely DREADFUL_!_" she mimicked in a high pitched fashion before glaring at Spike again, "I had _plans_ for you, Spike!"

"P, plans?" Spike asked.

"I was going to make you the strongest dragon in the world," Twilight said, "We could have ruled together, like brother and sister, but _no_, you just had to be with Rarity. I bet you loved being able to spend so much time with _Rarity_, because _Rarity_ is so pretty, and _Rarity_ is so nice, and _RARITY_ is just the best _pony_ in the _world_! Never mind little old _me_, locked up in the basement of the library, thrown away and FORGOTTEN!"

"Twilight..." Spike said weakly, "I'm sorry..."

"Don't you get it? It's TOO LATE to apologize!" Twilight shouted before kneeling down in front of Spike, "You gave up on me. Instead of fighting for me, you accused me of being a monster just like everyone else!"

"That's... not... true!" Spike defended, "I didn't want them to lock you up, but what was I supposed to do? You were telling us that you were going to become this demonic pony hell bent on taking over Equestria, and we didn't know what to think or believe. I can't speak for everyone else, but I figured you were right about Night Mare Moon, Discord, and the wedding last year, so you might be right about this."

"EXCUSES!" Twilight screamed, "All of those are _excuses_! Even Princess Celestia thought I was a monster! I go home, and the second everyone finds out that I was the one who petrified Celestia, you lock me up like some cageed animal! Friendship? What a laugh! If friends give up on you when you're falling into darkness then who needs them? First, I'm going to kill all of those so called _friends_, then I'm going to make my ideal Equestria. One that matches my heart. Oh, and congratulations Spike, you finally graduated from number one assistant, to one of the team. That means," her horn began to glow red, "You're first."

Before Twilight could kill Spike, something blue hit Twilight and knocked her aside. Spike looked over and saw Rarity running over to him wearing armor. She _evolved_?

"Rar...ity?" Spike asked.

"Oh Spike," Rarity said nuzzling him, "You're so brave standing up to her like this. I'm going to get you out of here!"

"Rarity!" Twilight shouted getting up. Spike got on Rarity's back and held onto her neck tightly as she turned to face Twilight.

"I know you're still in there, Twilight, and I'm going to fight till the end to get my friend back," Rarity stated.

"Then what kind of flowers would you like at your FUNURAL?" Twilight shouted firing a dark beam from her horn at Rarity, who jumped to the side (thankfully Spike was holding on so tightly) and then ran out the door.

"Rarity, how did you get the armor?" Spike asked Rarity as they galloped away.

"I sacrificed myself for somepony I loved," Rarity said not turning to Spike.

"So when you sacrificed yourself for Apple Bloom your armor appeared?"

"That was the moment," Rarity said, "But I wasn't necessarily talking about Apple Bloom."

That hit Spike hard. Was she actually saying... Sure, after the incident where he grew into a large dragon and then later tried to confess his feelings to her, they became closer, and it looked like she was crying, but that could have just been the air rushing past her face. Could she have been _actually_ crying? Did she really...

They reached outside and saw _everypony_ right in front of the estate, all of them fighting _Trixie_ of all ponies, still charging with lightning.

Rainbow Dash and Fluttershy both charged at Trixie, but she shot a lightning blast at Dash knocking her back, and then kicked Fluttershy away. Three Pinkie Pies were about to bum rush Trixie, but she pointed her horn at the Pinkie Pie to the left and knocked her back, making the other two Pinkie Pies wink out of existence.

Lezard was charging up a spell and then fired an Arcane Bolt at Trixie, who created an electric shield to defend her. The shield then send a lightning blast at Lezard, who created an Arcane Shield to defend himself. Applejack ran over to him.

"Whut in tarnation is up wit Trixie anyway?" Applejack asked.

"She's using the Storm spell Storm Avatar!" Lezard explained, "It makes the caster the embodiment of a storm, but if they're unable to control their emotions then they can become consumed by their own anger!"

Shining Armor charged at Trixie and began slashing with his sword, which he actually wielded it with magic, "Sword Dance!" Shining Armor shouted, now slashing at Trixie with lightning speed, hitting her, but surprisingly she was withstanding it, and simply fell back, "Is she even a unicorn anymore?"

"The magic is making her body more resilient!" Lezard stated as he and Applejack ran over to Shining Armor, "She's like a walking spell right now!"

"I'll... stop ALL of you!" Trixie screamed getting up, "Twilight wants you dead, and as her humble servant, I will DELIVER!"

"You've gone insane!" Applejack shouted.

"Trixie, you need to deactivate the spell before you explode!" Lezard tried to reason.

"Think I can't handle it?" Trixie asked, "Think I'm weak? Twilight reminded me of just how powerful I am, and how nopony can withstand my might!" Trixie's horn erupted, firing a powerful lightning blast at Lezard. The blast then branched off and hit Applejack and Shining Armor, which then branched off again and hit Pinkie Pie, Rainbow Dash, and Fluttershy, "I am the second greatest magician in all of Equestria! I am the GREAT AND POWERFUL TRIXIE!"

She then screamed as her magic exploded, creating a powerful lightning storm that was damaging all of the buildings around them.

"Sheesh, I heard of an explosive ego, but _this_ is ridiculous!" Rainbow Dash said.

"She's going to destroy everything!" Pinkie Pie shouted, looking seriously scared.

"Guys!" Rarity called out as she and Spike ran over to them.

"Spike, yer safe!" Applejack said.

"Yeah, thanks to Rarity," Spike said sadly, "Guys, Twilight... she's..." Spike was cut off by Trixie's scream.

"Can't... stop... it!" Trixie screamed.

"What can we do?" Rarity asked.

"At this point, there might not be anything we can do!" Lezard said.

"Apple Bloom!" they all heard behind them. They turned and saw Sweetie Belle and Apple Bloom facing each other, "We're not enemies! We shouldn't be fighting!"

"Then fergive yer sis and come back ta us!" Apple Bloom shouted with her sword in her mouth.

"Rarity is NOT my sister! She never cared about me, and if she did she never showed it! All I ever wanted was for her to look at me like I wasn't a bother! I loved her, but every time I tried to show it I was pushed aside! Why can't I be fabulous like her Apple Bloom?" Sweetie Belle asked, tears in her eyes, "Why can't she see that I'm just as pretty as she is?"

"Oh... Sweetie Belle..." Rarity said, now tears in her eyes, completely forgetting about the storm behind her. She then saw a piece of a building about to fall on top of Sweetie Belle. Forgetting about anything else Rarity galloped over to where they were and created a shield of ice stopping the boulder from falling on them.

"Rarity!" Apple Bloom cried out.

"Why are you here?" Sweetie Belle spat angrily, "I told you I don't need you!"

"How DARE you say that!" Rarity shouted turning to Sweetie Belle, "Even if you don't see me as _your _sister, you will ALWAYS be _mine_! I _do_ love you, Sweetie Belle, and I don't know if this means anything to you now, but I'm sorry! You've always been beautiful, and I'm sorry that I never told you that, but if you're willing to give me another chance, I can make things right. Please Sweetie Belle, let's be a family again," Rarity pleaded.

"R, Rarity..." Sweetie Belle looked down, as if unable to process what she just heard, or what she thought.

While that was going on, Lezard fired a strange beam at Trixie, who immediately fell down, the lightning around her ceasing.

"Thank goodness," Lezard breathed out in relief. Trixie slowly got up with an enraged look in her eyes, "Huh?"

"She's still standing?" Spike asked, clearly shocked at Trixie's will power.

"She said that I would do it," Trixie said softly, "This is my chance. I'll at least kill one of you!" she was charging up a spell, something fierce.

"Don't let her cast!" Shining Armor shouted. Everypony (Spike included) charged at Trixie about to knock her to the ground, but it was too late. The spell fired right before anypony could reach her, and flew _past_ Lezard and Shining Armor, _past_ Applejack and Spike, _past_ Fluttershy, Rainbow Dash, and Pinkie Pie, and past Apple Bloom...

Who saw _exactly_ who the spell was meant for.

"NOOOOOOOO!" Apple Bloom shouted. Everyone turned around and saw a sight nopony wanted to see.

Her body falling limb, her armor shattered, her eyes blank...

"Rarity..." Fluttershy said softly shaking her head, "RARITY!"

"I did it... Twilight..." Trixie said with tears in her eyes smiling proudly, "I killed... the Element of Generosity... just like... you said... I... would..." she fainted.

"YOU!" Fluttershy screamed flying over to Trixie, both Rainbow Dash and Applejack holding her back, "I'LL KILL YOU, TRIXIE! I'LL KILL YOU!"

"Fluttershy, calm down!" Rainbow Dash said, "This isn't like you!"

"Ya know better than any of us that now's NOT the time ta lose our heads!" Applejack commanded, "Ah know yer upset, Ah am too, but we got worse problems ta deal with!"

"Exactly, look!" Lezard shouted pointing to the sky. They then saw a dark shadow flying out of Shining Armor's estate going in the direction of the town square.

"What is that?" Shining Armor asked.

"It's Twilight!" Lezard explained, "She's learned a way to travel in darkness! Think, what do you think she would be going to do?"

Shining Armor thought for a second, and then had a horrible realization, "Cadence! We have to hurry!"

"Shy, are ya gonna be alright?" Applejack asked as Fluttershy cried uncontrollably, "Ah git it. Apple Bloom, stay here wit Fluttershy and Spike! Everypony else, we're followin that dark cloud!" Applejack commanded galloping away. Rainbow Dash, Pinkie Pie, Lezard, and Shining Armor all followedd Applejack. As Fluttershy continued to cry, Spike slowly made his way to Rarity's body. Both Apple Bloom and Sweetie Belle were still there, Apple Bloom looked at Rarity with a horrified expression, but Sweetie Belle was trembling uncontrollably.

"She... can't be..." Sweetie Belle said, "She's not..."

"Ah should've been stronger..." Apple Bloom said shedding a tear, "This shouldn't have happened."

Spike was kneeling next to Rarity and put his hand on her face, moving her mane out of the way. Something inside of him changed at that moment. Something... grew... matured...

"Rarity..." Spike said in a voice that he almost didn't even recognize. He then got close to her, and kissed her on the cheek. No sooner than when he touched her did his entire body begin glowing, and he felt his entire body coursing with power.

"Spike?" Apple Bloom asked. Even Fluttershy stopped crying and turned to see the sight before them. Something was happening to Spike. He was changing.

He was... growing...

* * *

><p>Twilight landed and reformed at the town square. When she landed she looked around until she saw Scootaloo trotting over to her, leading somepony with a rope around her neck.<p>

"Well, it's nice to see my plans haven't all been put to waste," Twilight said, "And how are you doing, Cadence?"

"Let me go!" Cadence commanded.

"No," Twilight said simply, "I will at least get rid of you! That way nothing will stand between me and my brother."

"You think this makes me happy?" Twilight heard from behind her. She turned around and saw Shining Armor walkn gover to her, "Is this your way of proving your love to me?"

"Shining Armor!" Twilight called out.

"Twilight, I don't know what's gotten into you, but you need to stop this!" Shining Armor said, "Taking over Fillydelphia, threatening to kill my wife! Twilight, let my wife go!"

"N, no!" Twilight said shaking her head, "She's in our way! With her alive we'll never be together because you'll always choose her over me!"

"Twilight, that wasn't a request!" Shining Armor said walking up to Twilight, and doing something shocking. He drew his sword at her.

"Shining!" Cadence shouted. Twilight was too horrified to even move or speak.

"I hate doing this," Shining Armor said with a shaky voice, "but I can't let you hurt my wife or our people! Don't make me do this Twi," Shining Armor pleaded.

Twilight couldn't believe what was happening. Her own brother had turned her sword on her. Not even Shining Armor could accept her.

_Even he thinks I'm a monster..._

"Even now..." Twilight said shaking her head, "Right now you choose her over me!" Twilight stepped away from Shining Armor trembling, "We're supposed to be best friend brother and sister forever, but you turned away from me!" Twilight then screamed loudly, shocking everypony.

"Hey, Twilight? Are you-" Scootaloo began.

"FINE!" Twilight shouted, "I DON'T NEED ANYPONY! I'LL KILL ALL OF YOU!" she then turned to Cadence with her horn glowing fiery red, "STARTING WITH YOU!"

"Shining Armor, help!" Cadence cried.

"Twilight, no!" Shining Armor urged.

Suddenly, a lightning bolt flew past everyone and was flying around them in a circle. At the same time, Applejack jumped over to them and knocked Twilight to the ground.

"Jus' don't know when ta quit, do ya?" Applejack spat, "Couldn't stop at murderin our friends?"

"Shut UP!" Twilight screamed, "You understand NOTHING!"

"Yer right, Ah don't understand! But one thang Ah do understand is that Rarity is dead, an' it's yer fault!"

"Oh, Trixie killed her?" Twilight asked, "I taught her well," she said smiling.

"BITCH!" Applejack screamed, "Did our friendship mean _anythang_ ta you?"

"I could ask you the same question!" Twilight shouted, "Remind me who betrayed who _first_?"

A bolt of lightning shot Applejack away from Twilight. She turned and saw Trixie staggering over to where they were.

"Trixie!" Twilight called out running over to her disciple, who fell over immediately.

"I did it... Twilight..." Trixie said softly, "Just like you said I would."

"My beloved student," Twilight said nuzzling Trixie, "You truly have earned the title Great and Powerful, and the right to be my pupil."

Trixie looked up at Twilight shocked, but then shed tears of joy, "Twilight. Thank you..."

Twilight turned to the others, and saw Rainbow Dash and Pinkie Pie walking Cadence over to Shining Armor, who nuzzled her lovingly. Scootaloo on the ground. They must have knocked her away.

"Shining Armor, I'm sorry, but Twilight sealed my magic. I can't-"

Shining Armor placed a hoof over Cadence's mouth, "It's okay. I'm just happy to see that your safe."

"This isn't the end," Twilight called out to them, "Rarity was just one. Soon, I'll do the same to all of you!" Twilight shouted sending a wave of dark magic into the ground. A second later, something large came out of the magical circle that she created. It looked like a giant, with blue skin, three red eyes, and two tusks coming out of his mouth, "You can play with this in the meantime!" she shouted as Scootaloo trotted over to her and Trixie, "Let's go. We're done here," she said darkly. Scootaloo nodded, and she and Trixie all vanished into the shadows, leaving Fillydelphia and her past behind her.

* * *

><p>"Now what do we do?" Cadence asked stepping away in fear.<p>

"We gotta get rid of it!" Applejack shouted.

"A Grendal!" Lezard shouted, "She summoned a demon of Wrath!"

"Is there a way to destroy it?" Rainbow Dash asked.

"Without magic, and short an Element of Harmony, I don't know..." Lezard said as everypony looked up at the monster Twilight summoned. Twilight escaped, Rarity was... and now this monster was lose in Fillydelphia.

This was bad. Very bad.


	22. Chapter 22

**I realize that the last chapter was upsetting. Let me remind you all that I love Rarity. My relationship with Rarity has nothing to do with what happened to her in the story, and to prove my point, I invited Rarity over to the pre chapter special.**

**Rarity: Hello everyone!**

**SapphireLibra3: So tell them how close you and I are.**

**Rarity: Oh, Libra and I are _very_ close. We had dinner last night.**

**SapphireLibra3: No, it's not what you're thinking.**

**Rarity: Why, are you _ashamed_ of me? (pouting face)**

**SapphireLibra3: That doesn't work on me, and you know it -_-...**

**Rarity: Oh, you're no fun.**

**SapphireLibra3: But yeah, I showed her the script and she loved it. Actually, what happened last chapter was _her_ idea.**

**Rarity: What's a story like this without a little drama, hm?**

**SapphireLibra3: Drama queen...**

**Rarity: Anyway, get on with the next chapter. I want to see what happens next.**

**SapphireLibra3: Right... anyway, here's the next chapter... Please enjoy...**

Chapter 22: Battle For Fillydelphia – Grendal

Surprisingly the monster Lezard identified as Grendal wasn't focusing on Applejack and her friends at all. Right now, it was simply walking through Fillydelphia destroying everything.

Applejack and Rainbow Dash were high up chasing after it; Applejack jumping from building to building, and Rainbow Dash flying after it.

"We gotta try ta git it's attention!" Applejack stated.

"Leave that to me!" Rainbow Dash replied. She then turned into a lightning bolt and launched herself into the Grendal's chest. It stopped and turned to look at Rainbow Dash, and then flicked her away into a building.

"Dash!" Applejack shouted. She then jumped down to where Rainbow Dash landed in order to make sure she was okay.

"I'm fine," Rainbow Dash said getting up, "But without Rarity, I don't see a way to beat this thing!"

"Damn it," Applejack said looking down, feeling the weight of what happened. She refused to believe that Rarity was dead. Not after everything she went through over the last few years. She was stronger than that.

"We can't give up yet!" Lezard shouted as he and Shining Armor rushed up the the Grendal charging their horns. When they arrived, Lezard cast a spell on Shining Armor raising him up really high, and Shining Armor pulled out his sword and slashed downward on the Grendal with his sword's blade charged in magic. That attack did a little damage, but nothing extensive. Lezard fired his spell at the Grendal, creating a wave that looked like it was weighing the Grendal down. Eventually though, the spell stopped and the Grendal remained unchanged.

"Damn it!" Lezard said, "This creature is ageless. None of my Chronomancy Spells will work on it."

"What do you mean ageless?" Shining Armor said landing next to Lezard.

"Demons like this exist outside of time, so they're unaffected by time magic. This being here is simply the embodiment of anger."

"In _that_ case!" Pinkie Pie shouted jumping onto a building that was right in front of the Grendal, "Hey, I have a joke for you!" surprisingly the Grendal stopped and looked at her, "Okay, so this stallion walked into a bar, and ordered three drinks, and gulped all three down really quickly. He then explained to the concerned bartender that he was drinking for himself and his two other friends who moved away. This went on for an entire month unchanged," as she said the joke, the Grendal was slowly stepping back a bit, "One day though he walked into the bar looking really down, and instead of ordering three drinks like normal, he only ordered two. The bartender said that he was sorry for his loss, but the stallion then said, "Nopony died, I just quit drinking!" she then burst out laughing, completely unaware that the Grendal was preparing to attack, "Get it? Because he quit drinking, he was still drinking for the other two friends!" she continued to laugh, even as the Grendal's fist came down on her. Thankfully Rainbow Dash flew past the Pinkie Pie grabbing her and flying her to safety.

"Pinkie Pie, I don't think he liked the joke too much," Rainbow Dash said, even _still _Pinkie Pie was laughing.

"Crystal Soul Spear!" Lezard shouted, making blue spears shoot out of his horn at the Grendal, pushing it back. Rainbow Dash once again turned into a lightning bolt and tackled the Grendal, hitting the same spot that Lezard's arrows hit, actually knocking it down.

"Yeah! Take that creep!" Rainbow Dash taunted. Unfortunately the Grendal was getting up. It then roared loudly, pushing Rainbow Dash back, "Didn't that do _anything_?" she asked as Lezard, Shining Armor, Applejack, and Pinkie Pie ran over to her.

"I think all that did was make it angry!" Shining Armor said, "Since this this thing is a wrath demon, that's bad, right?" he asked looking at Lezard.

"Very bad," Lezard stated, "Grendals get stronger the angrier they get."

"So how do we stop somethin like that?" Applejack asked, "If we're jus' gonna make it stronger as we fight it, then Ah don't see an out!"

"I think that was the point of summoning this particular kind of demon," Lezard said, "That along with her mental state."

"Twilight..." Shining Armor said looking down, "Why are you doing this?"

"Um, guys?" Pinkie Pie said actually sounding a little scared, "I think it sees us now."

"Damn it! If only Ah could evolve mah element!" Applejack said looking at her unchanged necklace. She was literally the only pony who couldn't do a thing to this thing right now, and that was frustrating.

"Everyone, stand next to me!" Shining Armor commanded. Everypony got close to Shining Armor, who then created the strongest shield he could as the Grendal's fist came down on them. The punch actually shook the shield, and made Shining Armor's head spin. It punched it again, this time knocking Shining Armor to the ground a bit, but he struggled to get up and reinforce the shield.

"Can't you help him?" Rainbow Dash asked Lezard.

"Believe it or not, Shining Armor's shields are stronger than mine. He specializes in defensive magic. For his shields to be breaking from that monster's attacks, I doubt I'd make much of a difference," he explained grimly.

The Grendal punched again, this time actually shattering the shield, and making Shining Armor scream in pain and fall to the ground.

"Shinin Armor!" Applejack shouted kneeling next to him.

"I'm... okay..." he said weakly, "But unless a miracle comes, I think we've exhausted everything we can do."

The Grendal was about to punch them again, but it stopped when a loud whinny was heard. It sounded almost ghostly. Everyone turned and saw a large spiritual white unicorn charging at the Grendal. The spirit then knocked the Grendal down _hard_, kicked the air a bit, and then faded away.

"If you think for one second I'm letting you off easy you've got another thing coming!" a sort youthful voice said (Yuri Lowenthal). Everypony then saw someone walking up to them holding a spear. They looked like a dragon, but they were only about as tall as a pony stand on their hind legs, and they had a long tail and medium sized wings on their back, perfect for flying. The dragon also had a pointed snout and sharp green eyes, and it looked like they were wearing some kind of armor. As the dragon got closer they could tell that they _were_ wearing armor, sapphire blue armor to be exact, and they had purple scales and green fins on their back.

The dragon walked past everypony and stood in front of them pointing his golden spear ar the Grendal, "I won't let you hurt my friends anymore!" the Grendal roared at the dragon, who remained undaunted, "Aw, shut up!" he said in response to the roar. He then jumped up to the Grendal and slashed at it with his spear, knocking it aside.

"Who in the world?" Shining Armor asked.

"I don't have a clue..." Rainbow Dash said.

"Come _on_ guys," Pinkie Pie said catching everypony's attention, "There's only one dragon we know who's purple with green fins."

"But there's no way that..." Applejack said, even though she was slowly beginning to realize Pinkie Pie was right, as usual.

That dragon, somehow, someway, was Spike. And that wasn't all. The armor he was wearing...

It had a crystal symbol on the chest...

* * *

><p>Apple Bloom was running off with her sword in her mouth, ready to fight.<p>

"Apple Bloom!" Sweetie Belle called out, stopping her, "Where are you going?"

"Ah'm goin ta fight!" Apple Bloom proclaimed, "Rarity counted on me, an' Ah ain't lettin her down!"

"Rarity..." Sweetie Belle said looking back at the fallen unicorn, now in the forelegs of her best friend.

"She sacrificed herself ta save you, even though you disowned her!" Apple Bloom stated, "Tell me, would Twilight do that? Would Twilight as she is now protect ya like Rarity did? Twilight didn't even come back fer ya!"

"But... she's... my..." Sweetie Belle said, now shaking. Apple Bloom had enough, so she walked over to Sweetie Belle, and did the first thing she could to wake Sweetie Belle up.

_SLAP_!

"Wake up, damn it!" Apple Bloom shouted, "Twilight ain't yer sistur! Yer real sistur is lyin right over there, hurt because she left herself wide open savin _you_!" that seemed to reach Sweetie Belle, who winced a bit hearing that, "Fer you ta even _try_ ta defend Twilight after seein Rarity sacrifice herself like that, for _you_, ya should be ashamed of yerself!" Apple Bloom then turned her flank to Sweetie Belle, "Ah'm gonna do everythang I can ta avenge Rarity, even if _Ah _have ta die doin it! She wus the first pony ta truly, honestly, see me as an adult, an' Ah'm gonna do everythang Ah can ta deserve that level of trust. What _you_ do, is up ta you." Apple Bloom then galloped off, leaving Sweetie Belle where she was. She wanted to cry so bad right now, but now when there was work to do.

She had to get stronger, for Rarity.

* * *

><p>Sweetie Belle looked down in sadness and confusion.<p>

"What should I do?" she asked, "I can't... think..." she held her head in frustration, "Sister... help me..." she cried out, not even knowing who she was reaching out to anymore.

* * *

><p>The Grendal began punching and stomping Spike, who rolled, jumped, flew, everything he could to dodge the assaults coming his way. Eventually he stopped dodging and spun his spear over his head pushing the Grendal's fist away. He then flew up to its chest and began stabbing it really fast, ending with a really powerful thrust. At the same time though, that white unicorn spirit appeared over Spike and stabbed the Grendal with its horn, doing major damage.<p>

"Spike!" Applejack called out running up to him, "How in the... why are ya..."

"I don't fully understand it either," Spike said, "But for some reason, I keep hearing Rarity's voice in my head, and she's urging me to fight."

"What about that armor?" Rainbow Dash asked now that she and everyone else was there, "And the spear?"

"They all appeared on him the same time he grew," they all heard Apple Bloom say. They turned to see her galloping over to where they were.

"Apple Bloom, yer safe!" Applejack cried running over to her sister and hugging her.

"Ah'm fine, Applejack," Apple Bloom said, "But right now we got bigger issues, literally."

"Then how do we stop it?" a soft voce asked from above. Now they saw Fluttershy descending down to where they all were.

"Fluttershy, are you sure you want to-" Rainbow Dash asked, getting cut off when Fluttershy held up her hoof.

"Right now Equestria needs us," Fluttershy said, sounding more serious than usual, "Rarity wouldn't want any of us to stop fighting."

"Would you all SHUT UP!" Spike shouted, catching everyone's attention, "Rarity is NOT dead!"

"Spike..." Applejack said to herself, thinking of how Spike probably felt about the whole thing.

"Besides, we can't mourn right now anyway!" Spike turned to the Grendal, "I'll keep it busy. My attacks seem to do the most to it anyway."

"While that's going on, I can support Spike with my magic," Lezard said, "I think I have a spell that can banish this thing to Tartarus, but we need it knocked out in order for it to hold."

"Then Fluttershy, Pinkie Pie, and I can help Spike in knocking it out!" Rainbow Dash said, looking at her friends, both of them nodding in response.

"What can we do to help?" everyone turned at the sound of Cadence's voice, and saw both Cadence and Silver Spoon walking up to them.

"Cadence!" Shining Armor said urgently, "It isn't safe here! Go back and- ARGH!" he fell back down from the pain of his shields shattering.

"I may not be able to use magic, but that doesn't mean I should give up," Cadence said, looking right at Lezard, who nodded smiling.

"And I'm not going to sit around anymore either!" Silver Spoon said, "I'm ready to help too!"

"As a matter of fact, ya'll two can help me!" Apple Bloom said, shocking Applejack.

"Apple Bloom, whut're-"

"Ah'm gonna need yer help too, sis," Apple Bloom said to Applejack. She was ready to protest, but she sighed in defeat and nodded, "Ah need cannons, somethin that'll make a flame, and _lots_ of fireworks."

"I know where we can get all of that!" Cadence said.

"Good," Apple Bloom said, "Git the cannons first, an' while yer gettin the other stuff, Silver Spoon, Applejack, and Ah will put them in place. Spike, ya'll gotta try ta git that thing in the center of the city!"

"Got it!" Spike said.

"I'm... fighting... too!" Shining Armor said getting up, just to fall down again.

"You should stay put," Lezard reasoned, "We'll handle this. You've fought hard enough for now."

"Damn it..." Shining Armor said looking down.

"It's getting up!" Rainbow Dash called out.

"Alright, beging the plan!" Applejack shouted. Instantly Spike, Rainbow Dash, Pinkie Pie, and Fluttershy charged at the Grendal. Spike slashed at it with his spear, slashing upward and thrusting at a diagonal, summoning his spirit partner who buck kicked the Grendal up in the air. While in the air, Fluttershy summoned a large tornado that pushed it even higher in the air, and then let it fall onto the ground. When it fell down, Rainbow Dash tackled it with her lightning charge, and then she and Pinkie Pie ran towards the center.

"Come on! Follow us!" Rainbow Dash called out as Spike and Fluttershy followed them. Lezard was about to run after them, but he heard a groan behind him.

"Will you just rest?" Lezard said to Shining Armor, who was actually trotting over to Lezard.

"I'll rest when Fillydelphia is safe. If civilians are fighting too, then I can't just do nothing."

"Don't over exert yourself," Lezard said running after the monster. Shining Armor nodded and followed after him.

* * *

><p>Elsewhere in the city, Applejack was pushing a cannon into position.<p>

"Is this fine?" she asked her younger sister, who nodded before running off to see how the others were doing, "How in the world does she know whut ta do?" Applejack asked, confused with how proactive her sister was suddenly.

"Silver Spoon, that's perfect," Apple Bloom said looking at her struggling friend (the cannons were heavier for her).

"Good..." Silver Spoon panted, "Not... used... to hard... work..."

Apple Bloom giggled, "Yer doin fine, Silver Spoon. Let's move the next couple of 'em before Cadence gets back wit the other stuff."

Silver Spoon nodded and they ran off to get the next cannon.

* * *

><p>The Grendal followed them to the middle of Fillydelphia, where suddenly an army of Pinkie Pie's were throwing themselves at it.<p>

"Alright soldiers!" Pinkie Pie said to her army of Pinkie Pie clones, "Put everything you've got into these attacks! Aaaaannnnnnnd CHARGE!" Pinkie Pie commanded. All of her clones charged at the Grendal, exploding on contact. After it fell to it's knees, Spike spun his spear around, and thrusted forward, summoning his spirit, who galloped over to the Grendal and kicked it with it's forelegs. The Grendal blocked the attacks, and then punched the spirit, knocking it back and making it vanish. At the same time, Spike was pushed back as well and fell to one knee.

"Damn it, this guy _is_ tough," he said to himself, "Whatever Apple Bloom has planned she better hurry."

Shining Armor magically pointed his sword forward, and Lezard cast a spell on the sword, making it glow golden and multiply. Shining Armor then send the sword flying at the Grendal, hurting it, but the angry roar that followed let him know that it was just really pissed.

"It's mad again!" Shining Armor stated.

"Apple Bloom, hurry," Lezard urged.

* * *

><p>"The cannons are loaded up!" Cadence said to Apple Bloom.<p>

"Perfect," Apple Bloom said walking over to Cadence and taking the lighter she brought with her into her mouth. Apple Bloom then proceeded to light up all of the cannons (they had about six of them) so they would fire around the same time, "Guys, step away from it!" Apple Bloom commanded.

Everyone jumped, flew, or just simply ran away from the Grendal, who looked around in confusion. A few seconds later, all of the fireworks fired at the Grendal, the attacks doing major damage and knocking it to the ground.

"I banish you to the far depths of Tartarus!" Lezard commanded pointing his horn at the Grendal, "Demon BEGONE!"

Black hands came out of the groundd and pulled the Grendal into, both the hands and the Grendal vanishing into the earth.

"Whew," Rainbow Dash said falling to the ground exhausted, "Never thought I'd be happy to rest me wings."

"Good job everypony," Lezard said, now looking at Apple Bloom, "And excellent planning on your part."

"Aw... stop," Apple Bloom said blushing a bit.

"Is it over?" Shining Armor asked.

"It may be," Lezard said, "But we still have a few issues to deal with," he and everyone else turned to see Sweetie Belle walking up to them with Rarity on her back.

* * *

><p>A few hours later, Lezard was just finishing up looking at Cadence, Shining Armor nearby with a worried expression.<p>

"So, can you help her?" Shining Armor asked.

"This isn't a seal, it's more like hypnotism," Lezard said, "Until the caster either releases her or dies, then there's nothing that can be done."

"What about Rarity?" Rainbow Dash asked walking in with Spike and Fluttershy.

"Well, good news, she's alive," Lezard said, "But the bad news," he sighed, "I can't figure out how to wake her up."

"Damn that Trixie," Rainbow Dash said looking away, "When I get my hooves on her..."

"I'm sure she'll get what's coming to her," Lezard said straightening his glasses, "but for now, we need to think about our next move."

"I think we should rest for a bit," Spike reasoned, "After that we can make our way back to Ponyville to put Rarity in a hospital, and then begin heading back to Canterlot."

"Canterlot?" Fluttershy asked.

"That's where Twilight and Trixie are," Spike said looking at Rarity seriously, "There's no way I'm letting either of them off easy for this."

"Spike..." Fluttershy said watching Spike leave the room. He seemed so different now, but she could tell he was still their Spike, and he was really suffering.

"I'm going to check on Apple Bloom and the others," Lezard said walking to the door. When he left, Fluttershy and Rainbow Dash walked over to Rarity, still unconscious. Cadence and Shining Armor also left, feeling that they should be alone with their friend.

"Fluttershy, what do you want to do?" Rainbow Dash asked.

"I don't know..." Fluttershy said sadly, "I'm the Element of Kindness, but it's hard for me... to not hate Trixie for hurting Rarity, even if I know she's alive."

"She's alive, but she's not okay," Rainbow Dash said, "Don't worry Fluttershy, we'll make Trixie pay for what she did, save Rarity, _and_ hopefully get Twilight back."

"The pony who ordered Trixie to kill Rarity..." Fluttershy said darkly, shocking Rainbow Dash. She looked at Fluttershy, and didn't know how to feel.

For the first time ever, Fluttershy looked like she wanted to _kill_ somepony.

* * *

><p>"With everythang that happened, Ah fergot ta tell everypony the great news," Apple Bloom said to Lezard as they sat together in her room.<p>

"What's that?" Lezard asked. Apple Bloom adjusted herself so the dress came up a bit, revealing her Cutie Mark. Lezard looked truly surprised and happy.

"So you got it?" he asked.

"Yep. Ya were right, Ah am a tool master. Mah special talent is tools."

"So if I were to give you any tool at all, you could use it?"

Apple Bloom nodded, "Ah might need a second ta look at it, but after that, yeah, Ah could use it perfectly."

"I see," Lezard said laughing a bit, but then looked forward seriously, "I'm sorry about Rarity. She seems nice."

"She is," Apple Bloom said looking down seriously, "Ah remember how Ah use ta think she wus stuck up, but the past few days she's been a bit of another mother figure ta me. She treated me like an adult an' told me everythang that wus happenin ta Twilight."

"Beautiful on the outside, and apparently just as beautiful on the inside," Lezard said, "Along with getting you back to your proper age, I'll try and do what I can for her as well."

"That makes me think though," Apple Bloom said seriously, Spike is usin the Element of Generosity now, right? How is that possible? Rarity is the Element of Generosity."

"The elements are simply tools for peace," Lezard explained, "Anypony can use them, really. Rarity must really trust Spike though, for her to give the Element of Generosity to him to use in her place."

"Ah think yer right," Apple Bloom said, suddenly feeling a little strange around Lezard again, "Um, Lezard, whut do ya think of me? Really?"

"Of you?" he asked, actually clearing his throat before speaking, "Well, truthfully, I find it hard to believe that you're really ten years old. You seem really mature, and more and more like a grown mare. It... almost seems like a shame to turn you back into a child."

"So... ya think Ah'm... pretty?" Apple Bloom asked, noticing how Lezard's eyes got wider when she asked that. She then laughed it off, "Whoa, where did _that_ come from?" she asked sort of dismissively, "That probably was weird coming from me. Besides, ya wouldn't be interested in somepony like me, right? Ah _am_ still a kid mentally."

"Uh, yeah," Lezard continued for Apple Bloom, "Not to mention I'm old enough to be your father, at least in your true form."

Apple Bloom laughed, "Right? It just wouldn't be right. And we _don't_ have those kind of feeilngs for each other."

"Not at all," Lezard said. There was a lot of awkward silence between them, until Lezard broke it, "I'm going to get going. It's late after all."

"Yeah, Ah should probably git sum sleep as well," Apple Bloom stated, followed by more silence, "So..."

"I'll see you in the morning, Apple Bloom," Lezard said.

"Right, see you in the morning, Lezard," Apple Bloom said. They sat there looking at each other for a few more seconds, and then Lezard finally got up and quickly left Apple Bloom's room, shutting the door. When she was alone, Apple Bloom fell onto her bed and groaned. What was happening to her? Why did she feel so strange around him? Was she actually... but no. That was something grown up mares felt, and Apple Bloom _wasn't_ a grown mare! She was almost a teenager, but a full grown mare, no.

But when she looked in the mirror, she saw...

* * *

><p>"I hate him!" Twilight shouted in her room, only Trixie was in there with her, "Why did he turn against me?"<p>

"I... don't know..." Trixie said looking down.

"And now we lost Sweetie Belle," Twilight said, clearly getting upset, "Next up it'll be Scootaloo, and then you'll turn against me as well."

"No I won't!" Trixie exclaimed, but Twilight shook her head.

"I don't believe you," Twilight said sadly, "I don't believe anypony anymore that says they won't leave me. Friendship is an illusion."

"No, it isn't! Not my friendship!" Trixie said walking over to Twilight. She then turned Twilight around and looked right into her eyes, "I can't speak for Scootaloo. Honestly, I don't trust that filly as far as I can throw her, but I know how I feel. Twilight Sparkle, I swear on my name as The Great and Powerful Trixie that I will follow you to the end of the earth. I'll never betray you. I'd die for you, Twilight. I... love you too much to ever betray you."

"Trixie..." Twilight said looking away sadly, "I _almost_ believed you just now."

"Believe me, Twilight. I will do whatever you ask me to do. I'll kill whoever you want me to kill. I'm yours, Twilight, to command, to use, whatever you need. I'll do it as long as it puts a smile on your face."

Twilight couldn't hold it in any longer, and she burst into tears and fell to the floor. Trixie knelt down next to her and nuzzled her face lovingly, "You promise me? You'll always be by my side?"

"Even if the whole world turns against you, I'll never hate you, nor will I call you a monster," she looked into Twilight's eyes again, "You are, in my opinion, the most beautiful entity in all of Equestria."

"Trixie..." Twilight said returning the loving gesture, "You truly are the only pony I can truly trust."

"As your humble servant and student, I'll do whatever you ask."

"No, not as my servant. As my _friend_, my equal."

"Oh, Twilight, thank you," Trixie said, now brought to tears herself.

"No Trixie, thank _you._"

**Disclaimer: Rarity being alive has nothing to do with the amount of hate I recieved for the last chapter. I planned on having her live from the beginning.**


	23. Chapter 23

**You are so lucky that I love you guys. I was going to play Skyrim, but then I saw that the people were getting impatient. This chapter is special to me, because it sheds some light on a certain character's past. Trixie is another character that I really love, which is why I gave her such an important part in the story.**

**I might invite her to my next interview...**

Chapter 23: The Life and Times of Trixie Lulamoon pt. 1

It was finally dark in Fillydelphia. Everypony had already gone to bed, but no one was sleeping peacefully. Pinkie Pie and Rainbow Dash were sleeping together, but neither one could get out of their heads what happened with Twilight. Why did she summon that monster? None of this was like her. Was she too far gone now? _Would _they have to kill her?

Fluttershy slept in her her room, but couldn't get the dark thoughts out of her head. It was scaring her, because she normally never felt like this about anypony. Not even Discord earned this much negativity, but Trixie almost killed her best friend. Everytime she saw Trixie mentally in her head Fluttershy saw black, and her heart felt really cold. Was this how it felt to hate somepony?

Spike decided to stay in Rarity's room with her. He didn't want to believe it, but that one on one talk he had with Twilight made him wonder if there was a way to bring her back. It seemed less and less like she was the same Twilight he grew up with. While Rarity slept semi-peacefully in her bed, Spike lied down on the floor next to the bed, silently praying to Celestia that she would be okay.

Apple Bloom was still on a high from finding her Cutie Mark, but she was beginning to wonder if she was actually beginning to have feelings for Lezard. Less and less did she think about her former life as a child, and more and more did she begin to have thoughts she didn't recognize, along with feeling differently about the ponies around her.

Sweetie Belle, who avoided everypony after arriving at Shining Armor's estate, silently waited for Twilight to come back for her, but when no one came, she began to wonder if Apple Bloom was right. If that was true, then what happened to Rarity, was her fault?

Shining Armor and Cadence both felt horrible about what happened to Twilight. None of it made sense. What happened to change Twilight into such an evil pony? Shining Armor was beginning to feel guilty about pointing his sword at Twilight, but she was out of control. Surely he did the right thing, right?

The whole thing was getting more and more stressful for Silver Spoon, and she actually began to miss Diamond Tiara a bit (she wouldn't tell anypony that). The main thing that kept her from wanting to go home though was that she didn't want to leave Apple Bloom alone. Even though Sweetie Belle was (sort of) back, she and Apple Bloom hadn't talked at all. Were they okay?

Even Lezard found it difficult to sleep. Between trying to help Apple Bloom get back to her proper age, stopping Twilight from taking over Equestria, and the strange feeling he had in his stomach, it was a miracle he didn't give himself an early heart attack. But while most of the ponies were beginning to feel there wasn't any hope for Twilight, Lezard was starting to feel the opposite. Why, he didn't know, but something was telling him that killing Twilight wasn't the answer.

Applejack only had one thing on her mind last night. Her Element hadn't evolved yet, and with Rarity down for the count, they needed her Element more than ever. What wasn't she doing? What would it take for the Element of Honesty to evolve?

That, and she couldn't get that weird voice out of her head.

_She's so far in the darkness..._

_That she can't see her own light anymore..._

_The only one who can rescue her now is the Master of Harmony..._

_Only the one who can understand and use all the Elements as one..._

_Can light the darkness..._

_Find that pony..._

Applejack woke up with a start. That was the same voice she heard after Twilight escaped Ponyville. Who was that?

"Master of... Harmony?" Applejack asked herself. Was this something _else_ they had to find? Considering how the plan with Cadence fell through, should they take another chance on this? Applejack got out of her bed and walked over to the window to look at the moon. She knew it was going to come down to this the moment Twilight pushed her down the stairs that day. She was ready to end this, sooner than later.

But for some reason, she couldn't stop trembling.

* * *

><p>Trixie stayed by Twilight's side until she was sure she was sleeping peacefully. A few times Twilight would begin to cry again, but Trixie would simply shush her lovingly and rub her back calming her down. After a few minutes, Twilight fell into a peaceful slumber.<p>

As she left Twilight's room, she thought about the amount of love she must have had for Shining Armor. It had to be a lot for her to flip out like she did. Then again, she must have also been really close to her friends as well, for their apparent betrayal to hurt her so much.

"It must be nice to have ponies you're that close to," Trixie said to herself. Even if they all turned on her in the end, she still had friends like that for a while. Something that Trixie didn't ever have.

"Enjoy playing mother to the so called all powerful Queen of Darkness?" Scootaloo taunted from Trixie's side.

"I'd hold my tongue if I were you, Scootaloo," Trixie retorted turning to Scootaloo, "She's still your superior."

Scootaloo snorted arrogantly, "Whatever. But I have to say, the way you baby her like that, I don't know if I want to call it sweet or pathetic. Is she really that weak?"

"You call that weakness?" Trixie asked, unable to believe what she was hearing, "She was abandoned by literally _everypony_ she ever loved or believed in. Her teacher, her friends, her _brother_, all of them called her a monster and turned against her. What you call weakness, I call pain." Trixie turned and was walking away from Scootaloo. Children, she thought, never understand.

"What do you know about pain?" Scootaloo called out, stopping Trixie.

"The kind of pain she's in, feeling like you're alone and have no one to turn to? I know that pain all too well," Trixie said walking away to her room, memories of a so called "foalhood" long past flooding back to her.

_Fifteen years ago..._

_A six year old Trixie Lulamoon was sitting in the schoolyard surrounded by fillies and colts her age pointing at her doing their usual chant._

_"Blank Flank! Blank Flank! Blank Flank!" they chanted. Trixie had no idea what they were saying, but for some reason she didn't like it._

_When she got home, she decided to turn to her father for answers. He was a burly Earth stallion with a green coat and a short black mane, usually wearing a white tank top. His Cutie Mark was a lite match._

_"Daddy, what's a blank flank?" Trixie asked._

_"It means ya ain't special," her dad stated simply._

_"I... don't get it."_

_"Okay, ya know how the other students have symbols on their flanks?"_

_"Just the other day Octavia in the third grade got hers in music class."_

_"Well, she got that because she's special, and that mark shows the whole world why."_

_"So, since I don't have anything on mine..." Trixie said, now looking at her flank, which lacked any symbol of any sort._

_"Then ya ain't special kid, sorry to break it to ya," her dad said before laughing. Now that she knew the truth about that statement, she hated it even more, no thanks to her dad. He never lifted her up or said anything nice and loving to her._

_She hated him so much..._

_After that she began to search for her Cutie Mark. Octavia and Vinyl were nice to her (despite being a few grades higher than her), so she turned to them for ideas._

_"I bet you'd be good at music," Vinyl said happily._

_"Vinyl, just because we both got ours in music doesn't mean she will," Octavia said properly (Trixie always thought the way Octavia talked was weird), "Trixie, the important thing is that you do something that you love doing. You have to find your Cutie Mark by following your passion."_

_"My... passion?" Trixie asked. She hated it when Octavia used big and fancy words._

_"What Octi means is that you need to stick to what you like doing and see where that leads you," Vinyl translated, Octavia sticking out her tongue at her friend, "What do you really like doing?"_

_"Well, I like books," Trixie said happily, "Especially the ones where they talk about spells and stuff."_

_"Well, you _are_ a unicorn," Octavia said, "You should start by practicing magic."_

_"But they don't allow magic in the library, and I don't own any spell books," Trixie said sadly._

_"Borrow mine," Vinyl said, "I've got two books for beginners. Start with those."_

_Trixie piped up, "Thanks you Vinyl!" she said hugging Vinyl and Octavia, "You two are the best."_

_Even though Octavia and Vinyl never openly said it, they were the closest thing to friends she had. They never invited her to anything (which may have been because they were older kids) but they didn't tease her for not having a Cutie Mark. In her book, they were the closest thing to friends Trixie had._

_It took a few days, but Trixie eventually was able to make a vase levitate. She then transformed a book into a flower, turned a cat green, and even managed to create fireworks. She was so amazed by what she could accomplish with her magic that she realized that she loved magic. She began reading other books on it and then taking notes, all to practice on her own time. It was after turning a garden of flowers into butterflies that her Cutie Mark came in, showing her love for magic._

_Unfortunately though, the one pony she thought would care..._

_"What the hell is that?" her father asked, "A magic wand? What does that mean?"_

_"It means that I love magic," Trixie explained slowly._

_"Oh, I see," her dad chuckled, "You call that a talent? What are you going to do, study magic till you're blue in the face? Sorry, too late for that."_

_That statement made Trixie feel lower than dirt, and she couldn't hold back the tears, "W, w, well at least my talent isn't being a mean jerk!" Trixie shouted running to her room. Her father didn't even call after her. She hated him so much. It was no wonder her mother left. If she could have left, she would. She only needed an out._

Trixie blinked away a single tear thinking of the past. That wasn't who she was anymore. She was stronger than that now, and she was on her own now.

No, not on her own. She had one pony now who would be with her always.

"Twilight..."

* * *

><p>It <em>was<em> morning, right? So why was the sky deep red. Applejack looked outside and saw that the sun was preset. It wouldn't move though. What did that mean? When she walked out into the hallway she saw Lezard standing at a balcony looking at the sky too. I guess I'm not the only one, Applejack thought.

"Do ya know whut this means?" Applejack asked approaching the scholar.

"Twilight must have put her plans into motion," Lezard said, "Keeping the sun in limbo, making it a constant twilight."

"Did she really fall that deep?" Applejack asked herself.

"I'm amazed she's strong enough to do this," Lezard stated, "The shock of her brother threatening her must have pushed her powers to the next level. It seems the more devastation she feels, the stronger she becomes."

"An' the less likely it seems that she can be saved," Applejack said about to walk away.

"What aren't you saying to yourself," Lezard asked, stopping Applejack.

"Scuse me?" Applejack asked turning to Lezard.

"I thought hard about what could be holding your Element back, and I compared it to what happened to the other Elements of Harmony. Apparently, Fluttershy did something nice for herself, Rainbow Dash supported a friend that stood against her morals, Pinkie Pie felt true happiness for the first time, and Rarity helped Apple Bloom and Spike escape despite knowing that she would be Twilight's personal prisoner."

"Yer point?"

"Each of them had to demonstrate the hardest form of their Elements in order to evolve. Being _kind_ to oneself, remaining _loyal_ to someone when it's hard, _laughing_ and truly meaning it in one's heart, and _sacrificing _one's life _willingly_," Lezard walked over to Applejack as he explained, "As the Element of Honesty, yours will most likely only evolve when you're fully _honest_ with yourself. So, what's really going on in your head?"

"Nothin ya need ta worry yerself wit," Applejack retaliated, "Ah'm the most honest pony in Ponyville, even wit mahself."

"You know, honesty is a funny thing," Lezard said turning around, "You may be lying to yourself right now and not even know it."

Lezard was trotting off, but then Applejack remembered something, "Um, have ya heard of the Master of Harmony?" she asked, making Lezard stop and turn to her, "Ah think it's related ta Twilight."

"There are a few books on prophesies in the library here," Lezard said, "I'll search for it. Is there anything else?"

"Naw, jus... thanks fer watchin mah sistur fer so long."

Lezard smiled warmly, "Honestly, I wonder who was really watching who. She's strong, much like her big sister."

Now he trotted off, leaving Applejack alone with her thoughts. Lying to herself? That was crazy. She never lied to anypony before in her life (okay, _that_ was a lie, but she stopped when she was four and she realized that she sucked at it), and she was always true to her feelings.

But she still couldn't stop trembling. Especially now that she saw how strong Twilight was. She needed to go down _now_, and they couldn't wait for her Element to evolve. She had to take it to Twilight personally.

This fight had to end.

* * *

><p>When Trixie got out of her room she noticed immediately the light outside was off. She looked out her window and saw the deep red twilight sky.<p>

"It's so... beautiful..." she said, knowing full well who did this wonderful miracle.

"Twilight!" Trixie called out running out of her room. Instantly she saw Twilight standing on a balcony looking up at her work. She turned around and greeted Trixie with a warm smile.

"Good morning Trixie," Twilight said, "Do you like it?"

"I love it," Trixie said walking next to Twilight, "Equestria has never looked so beautiful."

"I finally learned how to control the sun and moon," Twilight said, "It's hard, and I don't think as I am now I can hold it for long, but if I were stronger-"

"You aren't strong enough now?" Trixie asked, unable to believe that there was a level even Twilight hadn't reached yet.

"Nopony is born into greatness," Twilight said, "Not even powerful ponies like us. You understand, right?"

"Oh yeah," Trixie said looking down, "I know that all too well..."

_A year after she got her Cutie Mark, she found her out. It's name, Canterlot School for Gifted Unicorns. She had a gift for magic, she knew it. It was her special talent after all. She knew she could get into that school. She just had to escape her father._

_It was late at night, and she waited for the signal, which was a small rock thrown at her window. She looked down and saw Vinyl waving to her. Just like she said she would, Trixie thought. Vinyl was the most honest pony she knew, never one to lie to anypony. So when she said she and Octavia would help her get to the school, she knew she could trust them._

_Trixie opened her window, and slowly climbed out of the window to where Vinyl was. She fell down at the last moment, but Vinyl used her magic to catch her._

_"You okay, Trixie?" Vinyl asked running to her._

_"Yeah, I'm okay. Thanks Vinyl," Trixie said with a smile, "Where's Octi?"_

_"She's at the bus stop already," Vinyl said picking up Trixie's bag with her mouth, "Let's go."_

_They walked in silence for a while, awkward feelings coming over Trixie._

_"Are you going to be okay?" Vinyl asked, surprising Trixie._

_"Yeah, cause I'm going to make it big," Trixie stated, "I'm going to be the greatest magic user in Equestria," Trixie looked up at Vinyl, "What do you want to do when you grow up?"_

_"Me? I want to be a DJ like my Aunt Fios," Vinyl said, "I'm thinking of using the name DJ Pon3. What do you think?"_

_"I think that's cool Vinyl," Trixie said, "You're going to do great."_

_"Just like you," Vinyl said, "I bet you'll be Princess Celestia's favorite student."_

_"I hope so," Trixie said, that feeling coming over her again, "Are we... friends?"_

_"I think so," Vinyl said with a shrug, "You're a cool kid, why?"_

_"You and Octavia never made fun of me like the other kids," Trixie said looking down, "I just wondered why not?"_

_"Because no kid deserves the crap you have to go through," Vinyl said seriously, "I don't want you to listen to anyone who tells you that you aren't special. Even if you have to fight everypony to prove otherwise, make sure the world knows that you are special."_

_She couldn't take it anymore. Before she knew it she was hugging Vinyl, "Thank you Vinyl," Trixie said with tears in her eyes._

_"Don't mention it Trixie," Vinyl said hugging her back, "You're going to go far, Trixie. I know it."_

_A few minutes later, they saw Octavia pacing in front of the bus stop. When she saw them she ran over to them, "It's about time you two got here," Octavia said, "I was afraid you wouldn't make it."_

_"Come on, we didn't take _that_ long," Vinyl said, "And Trixie's house is pretty far from here."_

_"Well, whatever. The bus to Canterlot is on it way, so here," Octavia reached into her saddlebag and pulled out a ticket, "It's good for one round trip to Canterlot and back to Manehatten."_

_"This had to cost you a lot Octi," Trixie said taking the ticket, "Are you sure it's okay?"_

_"It's fine, Trixie," Octavia said, "I'm going to inherit my parent's estate when I get older, and I already have loads of money. If I can't spend a little money to help my friends then what's the point of having money?"_

_Good old Octavia, Trixie thought, always so generous with her money. Despite seeming a little stuck up sometimes, she was the first pony to give to somepony in need. The bus stopped next to them._

_"Here's my bus," Trixie said looking up at the doorway to her destiny, "Octavia, Vinyl, thank you," Trixie said, her voice shaking a bit, "You two have been so nice to me. I'm going... to miss... you..." before she knew it, she was sobbing. Octavia and Vinyl both walked over to her and nuzzled her sweetly._

_"We're going to miss you, Trixie," Octavia said._

_"You better make it big in Canterlot," Vinyl said, "And don't worry about your pops. We won't tell anyone anything."_

_"Thanks guys," Trixie said nuzzling them. She then got on the bus and took a seat in the back. As her bus left, she looked back and saw Octavia and Vinyl waving to her. She could have sworn that they were both crying a bit._

_Maybe they were her friends._

_Unfortunately when she got to Canterlot School for Gifted Unicorns though, she was horrified to see the reality of what they meant by "gifted". She was one of twenty ponies to pass the written exam, but the ultimate test was what killed her. The final part was hatching a dragon's egg. One student with glasses passed the test easily. Another student created a bit of a fiasco after some explosion in the sky and the test was postponed for a few hours (but Trixie got to see Princess Celestia in person, and GOD was she beautiful). After it started up again though, it was Trixie's turn. She used every spell she could think of, even shooting the egg with fire..._

_But try as she might, the egg would not hatch._

_"That's enough Miss Lulamoon," one of the judges said._

_"Please, give me a little more time!" Trixie said frantically, "I know that I-"_

_"Miss Lulamoon, if you were truly gifted the egg would have hatched the first time," another judge said._

_"But I know I can do it! If you just give me a second I can figure-"_

_"This test is about natural instinct, not about problem solving. I'm sorry to say this, but you just aren't gifted enough for this school."_

_That's what they said, but Trixie knew what they meant._

_You aren't special._

_As she walked out of the school, she felt all of her dreams shatter. Her father, the students at school, the judges, they all said it, so it had to be true._

_"I'm... not special..." she sobbed to herself, unable to figure out what to do now._

"If I'm going to get what I need," Twilight said bringing Trixie back to the real world, "Then I must become the ultimate pony in the world."

"Twilight, do you mean..." Trixie asked.

"Yes, I must shed my mortal vessel and ascend to a higher level. The most powerful and beautiful pony to ever exist..."

"An alicorn..." Trixie finished for Twilight.

* * *

><p>"If Twilight becomes an alicorn then I'll lose my opening," Scootaloo said as she listened to their conversation, "I need to kill her before that happens, then become an alicorn myself."<p> 


	24. Chapter 24

**Been looking for theme songs for the characters in the story. At the moment I only have a few figured out.**

**Scootaloo – Titanium by David Guetta feat. Sia**

**Trixie – The Fighter by Gym Class Heroes**

**Applejack – Payphone by Maroon 5 (not sure on this one)**

**Sweetie Belle – Lights by Ellie Goulding (her voice is sort of how I hear Sweetie Belle sounding)**

**Rainbow Dash – Some Nights by Fun (not sure on this one either)**

**Twilight – The Writing Writer by Coheed and Cambria**

**Apple Bloom – The Running Free by Coheed and Cambria**

**Their theme songs match their emotions in the story overall, so it'll shed some light on their characters. If anyone has any ideas for themes for the other characters or better songs for Applejack and Rainbow Dash let me know.**

Chapter 24: The Life and Times of Trixie Lulamoon pt. 2

It was getting later in the day, and Twilight was beginning to feel the affects of holding the sun at bay. She needed to become an alicorn soon, otherwise she would risk hurting herself from the strain.

She could still use magic, and she could still fight a bit if she needed to, but in order to hold the sun a lot of concentration was needed. Unfortunately none of her books described how ascension to an alicorn went. She knew it was possible, but how?

"Hm... I guess if it were easy everypony would be an alicorn," Twilight reasoned. She continued to look through the books she had, fully aware of the presence of another pony in the room with her, "Trixie, is that you?" Twilight asked.

"Guess again, Your _Majesty_," Scootaloo said mockingly behind Twilight. She didn't even need to hear the rest to know what was happening here. Just like she predicted. Scootaloo was planning to...

* * *

><p>Trixie was walking down another hallway, thinking more about her past. She looked at herself in a mirror, her eyes going to the hat and cape she wore, and the new pony they symbolized.<p>

_It had been ten years since her failure at the school. She didn't go home, instead she decided to fend for herself. It was harder on her own, but anything was better than facing Octavia and Vinyl, telling them that she failed, and having to hear her father's mouth._

_It was bad enough that she didn't feel special. She didn't need a constant reminder of it._

_Sometime after failing to get into the school, Trixie joined a group of traveling performers, where she began using magic to perform. The cheers from her spells felt good. It gave her the illusion that she was special. That there was something she could do that no one else could. Once she built up enough confidence she left the performers to become her own one mare show._

_They were eating it up! She was actually standing out! Everypony loved her now. But it wasn't enough. She was still struggling a bit to live. She needed to present herself as somepony really special._

_That opportunity came to her when she was about eighteen. Somepony began to harass her a bit after her show was done._

_"So she can use a little bit of fancy magic, lots of ponies can," the pony said, "I bet the students at Celestia's School for Gifted Unicorns could blow her out of the water."_

_That was not good to say to Trixie, who got really livid whenever somepony mentioned that school._

_"How DARE you compare Trixie to those posers!" Trixie said, referring to herself in the third person (she began doing that as a habit to sound more spectacular), "Trixie is far superior to those average ponies!"_

_"Oh really?" the stallion harassing her asked, "Name one thing you did that no pony could have ever done."_

_Now the whole crowd was looking at Trixie. This was bad, she thought, she couldn't lose them now! She was great! She was powerful! She was special! She needed to come up with something fast. Something to hook the crowd-_

_"I defeated an Ursa Major!" the lie was out before she could even stop it, and everypony looked surprised._

_"An Ursa Major?" the stallion asked, "Really?"_

_"Uh... yeah!" Trixie said. Hey, she was already probably going to Tartarus for that lie, might as well keep going, right? "You remember the Ursa Major that attacked Hoofington, right?" the crowd nodded, "W, well, who do you think saved that town in the first place?"_

_"So, it was you?" a little filly asked. God, she hated what she was doing, but she was too deep in now. She had to keep it going._

_"That's right," Trixie said, "It was me verses the Ursa Major, and Trixie was able to use her magic to send it away." The crowd was amazed hearing that. There was nothing they could do to refute it, so they all began clapping, "It wasn't that big of a deal. After all," Trixie stood up confidently, "Trixie didn't even break a sweat."_

_Now the crowd was clapping, and the heckler in the audience shut up. Good, Trixie thought, know your place. _

_After that lie came an entire slew of lies, claiming that she was the strongest pony in all of Equestria, saying that even Princess Celestia recognized her greatness, telling ponies that the only reason she wasn't in Celestia's School for Gifted Unicorns was because she was _too _gifted, the list went on and on._

_And she loved every second of it. If these tall tales made ponies believe she was special, then she was going to milk it for all it was worth. She spent too many years in the background. It was time for her to be in front for a change._

"I was really pitiful, wasn't I," Trixie said shamefully, "Well, that's not me anymore. I promised that day that I would-"

CRASH!

That caught Trixie's attention. It sounded like it was coming from the throne room. That was where Twilight was!

"Twilight!" Trixie called out galloping to the throne room. She wasn't going to let anypony hurt Twilight. Whoever it was, she was going to make them wish they had never turned on Twilight.

* * *

><p>"Are you serious?" Spike asked after hearing what Applejack said to him and Fluttershy.<p>

"Ya'll know this has gone too far. Rarity is seriously hurt, an' now Twilight has taken away the sun," Applejack explained, "If the three of us use the chariot from before we can get there in a few hours."

"But without the other elements our only hope is too..." Fluttershy began.

"Can ya really say we got another option at this point?" Applejack asked looking at Fluttershy, who looked away in sadness, "Didn't think so. Twilight has taken this whole thing too far. She told us that this wus gonna happen."

"But..." Spike said strained.

"As the Elements of Harmony we gotta do whut's right fer Equestria," Applejack stated seriously, "Rarity passed on the role of the Element of Generosity to you, Spike, cause she knew ya would do whut was right," she turned to Fluttershy, "An' yer Rarity's best friend. Ah know this is buggin ya jus' as much as me."

"But... it was _Trixie_... who shot... Rarity..." Fluttershy said slowly, as if trying to convince herself.

"But _Twilight_ gave Trixie the order," Applejack said, "Face it, our friend Twilight is _gone_. She died in that basement an' we're the only ones who can stop her."

"I just think that we should tell the others-" Fluttershy began, but was cut off when Applejack stomped her hoof on the floor.

"Rainbow Dash an' Pinkie Pie ain't wit us on this!" Applejack stated harshly, shocking Spike and Fluttershy, "Ah turned ta ya'll cause I knew ya'll were the most affected by all of this. Ah ain't askin ya'll ta fight Twilight. All Ah'm askin ya'll ta do is get _me_ there an' hold off Trixie an' anypony else that tries ta get in the way."

"Remember though, Twilight has Princess Luna on her side as well," Fluttershy said.

"Fluttershy's right," Spike added, "Not to mention she has an entire army. We're just two ponies and a now adolescent dragon."

"We were able ta defeat that demon," Applejack reasoned.

"Only because we worked _together_," Fluttershy said, "All of us."

"I don't know Applejack, I don't think we should be separated right now. I do agree with you, but Rarity would insist that we use our heads in this situation, and I agree with that," Spike stated.

"Yeah... I'm sorry Applejack," Fluttershy said sadly, "But my head isn't in the right place right now either. We should all take it easy and come up with a plan together."

With that the two of them walked off. Applejack was so frustrated with everything. No one was taking this seriously enough. Twilight was getting s_tronger_ by the second. They needed to make a move. _She _needed to make a move.

Even if she had to do it on her own.

* * *

><p>Twilight ran into the throne room, trying to get away from Scootaloo's assault. When she turned around she saw Scootaloo calmly walking into the throne room after her.<p>

"How the mighty have fallen," Scootaloo taunted, "I thought you were supposed to be the all powerful Queen of Darkness."

Twilight glared at Scootaloo, "You decided to attack me now when I was weakened," she reasoned, "You had this planned for a while, didn't you?"

"From the second I saw you holding Rarity hostage," Scootaloo admitted, "I knew that you were going to take things too far, and that at some point you had to go."

"So you thought you could use the power that _I_ gave you to kill me?"

"Considering some of the things I learned in your library, yeah, I think that's _exactly _what I'm going to do."

"You went into _my _library?" Twilight asked angrily.

"I know you don't like anypony in your library. Don't worry, I didn't touch the statue, I just looked through a couple of books, and I found something quite interesting," Scootaloo smirked arrogantly.

"Oh? And what did you find?" Twilight asked.

"Information on the pony that's supposed to defeat you."

That caught Twilight's attention. There was a pony out there destined to stop her? She didn't know there was anyone who _could._

"You see," Scootaloo continued, "Apparently somepony is supposed to rise to power in response to your darkness, and be the light in Equestria. They call it the "Master of Harmony" or something."

"And let me guess," Twilight said dismissively, "You think that's you?"

"I _know_ it's me," Scootaloo said arrogantly, "Thanks to you, I have power now, and I'm going to use that power to destroy you, thus saving Equestria. Once that happens, everypony will turn to me as a hero, and _I'll_ be able to take over as Equestria's new Queen. All of this thanks to you."

"Hmph," Twilight looked away, "You disgust me."

"Oh, _I _disgust _you_?" Scootaloo asked.

"All you are is a self righteous fool who thinks that just because you have a little bit of power now your some hero," Twilight said, "Let me tell you something, _nopony _with your stupid ambitions is even worth the challenge."

"You sure talk big for somepony who right now is only at half of their power," Scootaloo said, "As long as you're holding the sun, you can't use your stronger spells. Also," Scootaloo tapped her visor, "You can't see my eyes through this, meaning that little hypnosis trick you have won't work on me," Scootaloo laughed, "This is too easy! I almost wish this were more of a challenge! Now Twilight," her flamethrower activated, "This won't hurt a-"

A lightning bolt shot Scootaloo to the side away from Twilight. They both turned to the side where it shot from and saw Trixie standing there. She did _not_ look happy.

"I knew we couldn't trust you!" Trixie said.

"Trixie!" Twilight shouted happily.

"I told you that you could count on me, Twilight," Trixie said smiling at Twilight, "I'll always fight for you."

Knowing that Trixie was there for her awakened something inside of Twilight. It was something in her heart. A spark of some sort. She felt it the second she saw Trixie come to her aid.

When she realized that Trixie truly was her...

"You really want to do this?" Scootaloo asked getting up, Trixie laughing arrogantly.

"You have the audacity to ask _Trixie_ that?" Trixie asked, Twilight noticing that she sounded like herself from three years ago, "I'd think hard about what you're hoping to do."

"I know exactly what I'm going to do," Scootaloo said getting in a fighting stance, "and I'm not letting anypony get in my way!"

"Then you understand," Trixie said, her entire body charging with electricity, "That the only way you're going to get to Twilight is through Trixie!" she then fired another bolt of lightning at Scootaloo, knocking her through a wall, "Leave this to me Twilight," Trixie said, "I'll teach her a lesson in manners!"

Trixie then ran after Scootaloo. Twilight fell to the floor, unable to comprehend the feeling in her heart right now. Trixie was actually protecting her. Not because she was ordering her to, or out of fear of what would happen otherwise.

She was doing it out of true friendship.

* * *

><p>Scootaloo fell down into the hallway as Trixie walked over to her. Scootaloo got up and charged at Trixie, who threw her to the side and fired another lighting bolt at her from her horn. Scootaloo flew up in the air away from the attack, and then fired her flamethrower at Trixie, who used a electric shield blocking her attack.<p>

"Why are you defending her?" Scootaloo asked, "You're protecting a monster and dooming all of Equestria!"

"I don't care about Equestria!" Trixie said, "All I care about is Twilight! She's the only pony I need!"

"You act like your in love with her! What's so special about her?"

"Twilight... she..." Trixie looked down and thought about that question. What _was_ Twilight to her?

_(AN: The following is all after Boast Busters)_

_Her trip to Ponyville turned out to be a real bust, mainly because that was where she lost everything. Word spread fast that she wasn't able to send away an Ursa Minor, and that her story of defeating an Ursa Major was a lie. When that happened, ponies did their research and learned that not only had she lied about being Princess Celestia's favorite student, but she hadn't even passed the entrance exam for Celestia's School for Gifted Unicorns. She lost the cover of her stories, which meant her audience was gone as well._

_"Presenting, the GREAT and POWERFUL..." Trixie called out getting on her stage, realizing that no one was in the audience, "Trixie?"_

_She moved to Canterlot, doing odd jobs to support herself. It wasn't enough to get her a house, but it was enough to get her a room at the Canterlot Inn. She stayed there for a few days to try and recover from her fall from grace, but eventually saved enough to buy a new trailer, which she brought with her in order to relearn why she loved magic. _

_She couldn't get that purple unicorn out of her mind though. The magic she saw Twilight do was beyond anything she had ever seen. Trixie hoped to learn how to use magic on that level, so she searched for the greatest magic users she could have found, learning everything she could about magic._

_But none of them came close to the amount of magic she saw that unicorn in Ponyville use. At the end of her first year she returned to Canterlot, now with a whole slew of spells, but still unable to display half of the power she saw the purple unicorn use._

_"Who are you?" Trixie asked sitting in her room one night, "You can't be a normal pony by any standards."_

_Trixie felt a need to take a walk through Canterlot, and saw a party going on in the castle. Or at least, it looked like there _was_ a party. Looked through the window of the ballroom and saw a huge commotion. Are all parties in Canterlot this crazy? Then she walked into the ballroom, the purple pony. She was wearing a really nice dress, but that wasn't the thing that struck Trixie as odd._

_She saw her walking next to Princess Celestia!_

_Before Trixie could respond to that shock though, saw garden animals running into the ballroom, and another pony chasing them. This pony looked absolutely insane._

_"You're... going... to LOVE ME!" the pony shouted. Now Trixie knew she was insane. The Princess whispered something to the purple pony, and then she, the insane pony, and four others all ran out of the ballroom (aside from the purple pony, Trixie recognized three of the ponies there as well)._

_Trixie followed them all the way to the donuts shop. She was about to walk in, but she stopped and hid when she saw Princess Celestia walk into the shop. Trixie watched them from a distance and heard the seven of them laughing and having fun, Princess Celestia included. Were they all friends?_

_She heard the purple pony's name from a distance. Twilight Sparkle. So that was her name. Trixie walked back to her trailer, resolving to get that pony to recognize her. She had to have been special. Not only did she know the Princess, but as far as Trixie knew, she might have been on a first name basis with her._

_Trixie's next year was spent helping ponies in Equestria with her magic. She still tried to learn more about magic, but something was missing. She knew she could get stronger. At the end of her year, she used her new found magic to drive away an Ursa Minor from Hoofington, the same way Twilight did so a year ago._

_"Thank you Trixie," the mayor said to Trixie, "You truly are the strongest pony I have ever seen."_

_That meant a lot to Trixie, hearing that somepony thought she was powerful. She could have let it go to her head, but not this time. She knew better now._

_"I appreciate the statement," Trixie said with a bow, "But I am not as powerful as you think."_

_"Surly there's no one-"_

_"There is one greater than I," Trixie admitted quickly, "And she's the one I need to see," Trixie then ran out of Hoofington, going to her trailer. With renewed spirits, Trixie looked to the sky thinking of where she needed to be._

_"No one else will give me what I need," Trixie said, "The only pony who can show me the magic I want to learn is you Twilight. You have to be the one Twilight."_

_She spent the whole of two years obsessing over her, and in doing so, she was reminded of the pony she was as a foal. She loved magic, that was what her Cutie Mark represented. That was what made her..._

_Special..._

"Twilight reminded me of who I am," Trixie said looking down, "She saved my life. You said that Twilight was darkness, but she's _my_ light!" Trixie looked at Scootaloo seriously, "I'll defend that light with my life if I have to!"

"Friendship, loyalty, what a joke!" Scootaloo spat, "I threw away all of my bonds the second my best friend betrayed me and I'm better for it! Having bonds make you weak! It makes you vulnerable! I'll never be vulnerable again!"

"You may be in an adults body, but you have a lot to learn, _kid_," Trixie stated, making Scootaloo wince a bit, "Nopony can go far on their own! I understand that now!" she looked down shedding a few tears, "If I could see Vinyl and Octavia again, I'd tell them how much their friendship meant to me. They didn't let me be alone, but the second I threw those bonds away I became weak. But the bond I have with Twilight I'll _never_ let go of! STORM AVATAR!" Trixie shouted activating what was now her best spell, "I'll drive you out with the very power you so despise!"

"Bring it then!" Scootaloo shouted, "Let's see who's stronger, friendship, or solitude!"

The two of them charged at each other, and began their battle, both with strong opinions, and determined to prove the other wrong.

* * *

><p>Twilight walked around trying to find Trixie and Scootaloo. She knew Trixie could beat her, but she still felt a need to be there. Unfortunately though, when she walked into the library, the pony she found waiting for her wasn't Trixie, or Scootaloo.<p>

"Howdy, Twilight," Applejack said seriously. Twilight wasn't worried in the slightest. In fact, this was a joyous occasion.

"The Element of Honest... come to die?" Twilight asked with an evil smile.

"Ah've come... ta end this!"


	25. Chapter 25

**The first part of the chapter is to act as an explanation as to how Applejack got to Canterlot Castle so quickly, and to raise a few questions. So-**

**Trixie: HAAAAAALLLLLLLT!**

**SapphireLibra3 screams**

**SapphireLibra3: Holy SHIT Trixie, you scared my Cutie Mark off my flank!**

**Trixie: Considering that the last few chapters were about Trixie, she feel that she should make my appearance here.**

**SapphireLibra3: Well okay, but you didn't have to scream so loud. Anyway, I'm glad yo agreed to be in this story.**

**Trixie: Trixie was proud to grace you with her presence.**

**SapphireLibra3: Uh huh... -_-**

**Trixie: She was just pleased that you gave her such an important and dramatic part.**

**SapphireLibra3: Well duh. You're one of my favorite side ponies in the story. You should be in more episodes.**

**Trixie: Yes, Trixie should.**

**SapphireLibra3: Okay, you can stop with the third person thing. That's honestly getting weird.**

**Trixie: Trixie is feeling rather good today, so don't ruin her high.**

**SapphireLibra3: Ooookay, anyway, this chapter is really important to me. I literally played this part in my head over and over countless times to make it perfect, so I hope you all enjoy it.**

**Trixie: By the way Sapphire, you're coming to Trixie's show tonight.**

**SapphireLibra3: What? But I- sharp look from Trixie Alright...**

Chapter 25: Losing a Dear Friend

After her failed attempt at convincing Fluttershy and Spike to come with her, Applejack took a chance and talked to Lezard. She had heard that Apple Bloom wanted to talk to her about something, but she'd have to wait. This was too important for Applejack, who's heart was racing so much that she almost wanted to cry for some reason.

She got a shock though, when Lezard actually agreed to not only help her get to Canterlot in a second, but also get into the castle undetected. At the moment she was in Lezard's room waiting for him. He said he had something to take care of before they left, and to wait for him in his room.

"Okay then, I'm ready," Lezard said walking into the room.

"Did ya take care of everythang ya need ta?" Applejack asked, getting a nod from Lezard.

"We can leave anytime, which I'm assuming you want to leave this second, right?"

"Damn right Ah do," Applejack said seriously.

"Then allow me to prepare the spell," Lezard said walking into the middle of the room, onto what Applejack now saw was a spell circle of some sort.

"We're teleporting?" Applejack asked.

"Not just teleporting," Lezard stated, "But moving through the space known as Nextus."

"What in tarnation is a Nextus?" Applejack asked.

"It's a realm that exists outside of time," Lezard explained, "Normally nopony can access this plain, but I've developed a way for ponies to actually walk through it. Outside it looks like we're just teleporting, but in reality we're in an environment that freezes all time for us."

"Ya serious?" Applejack was amazed to know that such a place even existed.

"Step onto the circle please," Lezard said, "The first part actually is teleporting, but after that we'll be in Canterlot and have to go the rest of the way on foot."

"Ah'm ready," Applejack said walking up to Lezard. He closed his eyes, and in a bright flash everything changed _instantly_. Applejack looked around and saw she and Lezard were standing in the middle of Canterlot, only everything was grayed out, and nothing was moving. It was so quiet there that Applejack's ears hurt a bit being there.

"We can't remain in this realm for long," Lezard explained, "We need to get into the castle and find Twilight before we're forced out of here."

"R, right," Applejack said, taken aback that there were ponies that were _this _powerful. Made her feel mighty small in comparison. But it also showed her how strong Twilight must have been right now.

For even Lezard to be afraid of her, she was truly a demon now.

* * *

><p>"I am amazed that you got here so quickly, Applejack," Twilight said as she and Applejack circled each other, "And you got by all the guards."<p>

"Ah had help from a friend of mah sistur's," Applejack explained, "Don't know where he is now, but Ah reckon he's close by."

"So you didn't come alone?"

"Don't git me wrong, Ah didn't bring no one else fer this fight. This is jus you, an' me."

"I'm honored Applejack," Twilight taunted, "But don't you think this was foolish, coming here by yourself like this?"

"Ya said it back in Ponyville. It started wit us, an' it's gonna end wit us."

"You're not going to kill me Applejack. I already know how this ends, and it doesn't end with you killing me."

"Ah'll do whatever it takes ta save Equestria Twilight," Applejack closed her eyes, "Even... even if Ah gotta..." she was trembling again. Why now? She couldn't afford to freeze up now, so she shook it off and got in a fighting stance, "Even if Ah gotta kill ya Twilight!"

"So that's how it is then," Twilight said closing her eyes, "I've waited for this moment for AGES!" Twilight was surrounded in a black flame, "If you've got what it takes Applejack, then come at me, I _dare _you!"

Applejack looked to her side and saw a sword on display. She hated using weapons, but against Twilight, she was going to need any edge she could get. She picked up the sword with her mouth, and charged at Twilight, ready for the toughest fight in her life.

* * *

><p>"Applejack!" Apple Bloom called out walking through the estate, "Applejack! Ah gotta show you mah Cutie Mark!" she had literally shown everyone else, all pretty much giving her the same reaction all around: pure elation. Pinkie Pie was literally jumping all around the estate bragging to everypony (like Apple Bloom wasn't), and Rainbow Dash said that it was as she put it, "about damn time". Spike picked her up and spun her around laughing happily (weird as just day before yesterday the roles would have been reversed), and Silver Spoon jumped on top of Apple Bloom hugging her and laughing happily, saying she was tempted to write to Diamond Tiara and let her know that she lost her punching bag, (but knowing Diamond Tiara, she would find something else to put her down for. She <em>was<em> still rich after all, and Apple Bloom... wasn't). Fluttershy was sort of out of it, but she did congratulate Apple Bloom. Apple Bloom was going to tell Rarity (despite her being in a coma) but Sweetie Belle was in there, and Apple Bloom wasn't ready to talk to her yet. Shining Armor and Cadence found out through Pinkie Pie, and even they were happy for her.

The only pony she hadn't told yet, was the one she wanted to tell the most.

She went into her room, about to take her dress off for a bit, but stopped when she saw a letter on her bed. The writing was really fancy, but she could read it well enough.

_Apple Bloom,_

_If you are looking for either Applejack or I at the moment, stop looking and read this carefully. I need you to gather the remaining Elements of Harmony and get to Canterlot Castle as soon as you can. Applejack asked me to take her to Canterlot Castle, I think so she could fight Twilight. If you leave now you should be able to get here in time._

_Once the commotion dies down over here, I'm going to look in the local libraries in Canterlot to find out more about something we may need to save Twilight. I urge you not to worry about me. Focus on saving your sister. I'll join you once I find the books I need._

_Lezard_

Apple Bloom only read the letter once before tossing it in the trash and picking up her sword.

(Play Hearful Cry: Persona 3 FES)

"She yells at _me_ fer bein rash, then she goes an' does the same stupid shit Ah used to?" Apple Bloom asked, sort of shocked by what she was saying and how she was thinking. Used to? It was only a few days ago that...

Apple Bloom shook her head snapping herself out of it, and then ran out of her room with her sword at her side.

"Everypony and dragon, we gotta move NOW!"

* * *

><p>Applejack began slashing wildly at Twilight, who used her magic to materialize a black sword and to clash weapons with Applejack (she was using magic to control hers though). For a while this was all they did, until Twilight turned around and buck kicked Applejack into a bookshelf. The shelf did fall on her, but a lot of books did.<p>

Applejack got up and was about to charge again, but she saw Twilight charging up another spell. This time Applejack moved to the side as something invisible began slashing at her, at least it looked invisible. All Applejack saw were black slash marks. She ran away for a little while, but then turned around and began trying to block with her sword. It was hard, but she was just able to block the assaults.

The slashes stopped, but Twilight shot black darts out of her horn at Applejack, who jumped to the side to dodge.

* * *

><p>Scootaloo was flying around to get away from Trixie's lighting attacks. Eventually Scootaloo flew down to Trixie shooting fire from her flamethrower. Trixie ran out of the way from the blast, but when she turned around Scootaloo landed in front of her and began punching and kicking her wildly yet still in control. Trixie wasn't used to hoof to hoof, but thanks to being under the affects of Storm Avatar shew was able to withstand her assaults.<p>

Trixie grabbed Scootaloo and wrestled her onto the ground, and was trying to choke her, but Scootaloo was pushing her off of her with her front hooves, making it hard for Trixie to get ahold of her. Evventually Trixie had to let go, otherwise Scootaloo would have blasted her face off with that flamethrower of hers.

Scootaloo got up and charged at Trixie again, this time determined to break that horn of hers off if she had to.

* * *

><p>"Is everypony ready?" Rainbow Dash called out after she, Fluttershy, and Spike hooked themselves to the large chariot Shining Armor gave them.<p>

"We're ready back here," Apple Bloom said next to Pinkie Pie, who was giving a (somewhat comedic) salute to Rainbow Dash.

"Let's get going!" Pinkie Pie said overly seriously.

"Apple Bloom!" Silver Spoon called out runnin over to the chariot.

"Silver Spoon, Ah'm sorry, but this time it's too dangerous. Ah need ya ta stay here wit Shinin Armor, Cadence, an'... Sweetie Belle," she said looking over to a window, where she saw Sweetie Belle looking at her sadly from inside.

"It's okay Apple Bloom," Silver Spoon said, "Just please be careful, and come back alive."

"Ah will," Apple Bloom said, "Ah promise."

"Okay, Spike, Fluttershy, you two ready?" Rainbow Dash asked, getting nods from both of them, "Then let's take this to the sky!"

They flew off instantly (extra power thanks to Spike), making their way to Canterlot. Their landing was NOT going to be pretty at the speed they were flying in, but they would at least get there quickly.

* * *

><p>Applejack and Twilight were now fighting hoof to hoof, of course Applejack more skilled in this aspect. Twilight managed to get a luck spin kick in, getting Applejack's side, and then fired a black beam out of her horn at Applejack, who quickly picked up her sword and blocked the attack as best as she could.<p>

* * *

><p>When Scootaloo's latest blast of fire died down, Trixie got up and charged up another spell. Scootaloo flew over to Trixie about to attack her while she was casting, but she was pushed back by a barrier of electricity. Trixie then pointed her horn straight up at the ceiling, creating a tornado of electricity around her. She then pointed her horn at Scootaloo, making the tornado fly over to her. Scootaloo took to the skies to fly away, but the tornado was getting closer to her slowly, until...<p>

* * *

><p>Twilight was thrown into a bookshelf, this time making an entire bookshelf fall onto her. The bookshelf exploded and Twilight stood up slowly. It looked like she was getting tired. Applejack might be able to win this fight. She then charged over to Twilight and began slashing with her sword again, this time Twilight was on the defenses. Twilight fired a small dart at Applejack, but she moved her head out of the way and then threw a punch.<p>

* * *

><p>Scootaloo flew back from Trixie's attack, and rolled on the floor a bit. She forced herself up, but she was getting tired. Trixie may have been a unicorn, but she was really powerful. In a last ditch effort, Scootaloo flew into Trixie and picked her up blasting her with fire. Unfortunately for Scootaloo, Storm Avatar made Trixie's body more resistant so she was able to withstand the attack better. Trixie then fired a blast of electricity at Scootaloo forcing her to let her go. Both of them fell onto the floor exhausted; Trixie's spell had deactivated, and Scootaloo's visor had cracked revealing her left eye. They both looked at each other, and forced themselves to get up, ready to continue the fight.<p>

(End Heartful Cry)

* * *

><p>Twilight was too tired to get up. She must have been using a lot more magic than normal, holding the sun still, and having to fight Applejack, who was now slowly trotting over to Twilight.<p>

"This is it," Applejack said seriously, "Ah hate doing this ta you, but Ah gotta save Equestria."

"Apple...jack..." Twilight said weakly. Applejack stood on her hind legs and put the sword i between her front hooves. She had a tight grip on it, she was ready, but she was trembling again. It didn't matter! Twilight was evil! Twilight was going to kill everypony! Twilight was going to kill _her_! She had to do this! This was the _only _way to save herself and Equestria!

"Good bye, Twilight Sparkle!" Applejack shouted, slashing downward. This would kill her for sure. No pony could withstand this.

But her sword stopped short of Twilight's neck. Applejack was frozen, unable to move or do anything. What kind of magic was this? Why could she move?

This wasn't magic. Applejack knew it. This was _her_.

"Ah... Ah CAN'T!" Applejack screamed throwing the sword away, "Ah... can't... kill... you!" she stepped away from Twilight, trembling uncontrollably (much like Fluttershy would), "Ah can't do it! Ah can't!" she cried, now unable to hold in the tears. Why though? Why couldn't she do it? Twilight _warned _them she was going to betray them! She _gave_ them the Elements of Harmony! She _asked_ them to lock her up! Applejack was just doing what Twilight asked her to do! She was trying to stop her! So why couldn't she end it?

"Applejack..." Twilight said softly getting up. For a split second, Applejack's heart stopped pounding, until...

Twilight shot Applejack away with a dark blast, making her fall to the floor. Applejack looked up and saw Twilight walking over to her with a sinister smile.

"No..." Applejack pleaded.

"I knew you wouldn't kill me," Twilight said darkly, "I saw it in your eyes. You literally _can't_ kill me," she laughed evilly, "How pathetic."

"Twilight..." Applejack sobbed, "D, d, don't do this..."

"Don't worry, I won't kill you," Twilight said kneeling down in front of Applejack, her horn glowing red, "For you Applejack, I have something _much_ worse planned."

"No..." Applejack pleaded backing away from Twilight, now against a wall unable to escape, "NOOOOOO!"

* * *

><p>Rainbow Dash's team was approaching the castle, where they saw Applejack through the window. She was on the floor holding her head, and she was shaking.<p>

"Everyone, get ready!" Rainbow Dash called out as they charged through the window. Once they were through, Apple Bloom and Pinkie Pie jumped out of the chariot and ran over to Applejack, who looked terrified.

"Applejack! APPLEJACK!" Apple Bloom called out shaking her sister, who was shaking her head in fear.

"Snap out of it!" Pinkie Pie pleaded.

Applejack looked up at them, but then backed away from _them_ in fear.

"Applejack, what the hell is wrong with you?" Rainbow Dash asked as she, Spike, and Fluttershy walked over to her.

"G, g, get AWAY!" Applejack screamed at them, "Don't touch me!"

"Did Twilight do this?" Apple Bloom asked.

"Most likely," Spike said, "But to be able to reduce Applejack to this..." Spike said, and he was right. Knowing how Applejack was normally, and seeing her now, it was beyond heartbreaking.

"You guys need to find Twilight," Fluttershy said walking over to Applejack, "I'll see what I can do."

"Fluttershy, you sure?" Rainbow Dash asked. Fluttershy nodded in response.

"I'll catch up in a little while," she said softly. She then knelt down next to Applejack, and held her in a comforting manner. Applejack resisted and tried to push out of her embrace, but Fluttershy was stronger than she looked (almost as strong as an Earth Pony) so Applejack in her current state couldn't get free.

"We should leave her in Fluttershy's care," Rainbow Dash said, "Come on."

Everyone ran out of the library. Apple Bloom took one last look at Applejack before leaving, understanding a bit of why Applejack did what she did. To do this to her sister, Twilight was...

This _had_ to end.

* * *

><p>"Shh..." Fluttershy whispered into Applejack's ear, "Everything is alright now. We're here now."<p>

"I'm... sorry..." Applejack said, her accent gone, making her sound even weaker, "I... I..."

"You don't have to explain anything Applejack," Fluttershy said, "Just calm down. You're going to be _just fine_, okay?"

Applejack nodded, still crying. Fluttershy thought to herself while holding Applejack, Twilight could have stayed and tortured her, but instead she left her here. Sure she was suffering, but this spell wasn't permanent.

She _spared_ Applejack...

* * *

><p>Right when they turned the corner, a blast of magic shot at their feet stopping them. They all looked up and saw Princess Luna walking up to them, still in that weird trance.<p>

"Must... protect... castle!" she said slowly.

"She just left Princess Luna as a mindless zombie," Rainbow Dash said shaking her head.

"She must've wanted Luna ta suffer in the same manner as Princess Celestia, but still have an alicorn on her side," Apple Bloom reasoned.

Luna charged at them, but they parted ways causing her to hit the wall behind them. They ran off a bit and got in defense stances.

"My god... she even got Princess Luna," Lezard's deep and soft voice was heard from the side. They all saw Lezard walking over to them with a book at his side.

"Lezard!" Apple Bloom called out, happier than she thought she would.

"Don't tell me," Rainbow Dash said, "That weird star thing that made Cadence lose her magic?"

"That's the only way she could have gotten the Princess of the Night under her control," Lezard reasoned.

Spike swung his spear around, and then thrust it forward summoning his white unicorn spirit, which ran over to Luna and locked horns with her.

"I can't hold her off by myself!" Spike said sounding strained (Apple Bloom realized that he and that spirit must have been one).

"Pinkie Pie!" Rainbow Dash called out.

"Right!" she then turned to Apple Bloom and Lezard, "You two need to find Twilight. We'll keep Luna off of you."

"Right," Lezard said, "Come on Apple Bloom!"

"Comin!" Apple Bloom called after Lezard running after him. She hated leaving the others like this, but it was the only way.

Apple Bloom and Lezard ran all the way to the throne room, where they saw Canterlot soldiers dragging Scootaloo over to Twilight, Trixie right next to her.

"For acts against me," Twilight began, "You have been stripped away of your title of general of the undead army," Twilight fired something at Scootaloo, which shattered her helmet (it had been so long since Apple Bloom saw her without the helmet it looked weird to her, "So, anything you want to say in your defense?"

"Nothing except that you _will_ fall," Scootaloo said, "If not by my hooves, then by the hooves of somepony else."

"Hmph, we'll see then, won't we? In the meantime," Twilight's left eye revealed the red star, "SUFFER FOR ME!"

All Apple Bloom and Lezard saw was Scootaloo cringe in pain, and then scream out in agony. The guards let her go and she tried to fly away, but her wings would fly right and she fell to the ground, now rolling on the ground in pain.

"Mah God..." Apple Bloom said shaking her head.

"She's ruthless..." Lezard reasoned.

"Don't hide, you two," Twilight called out, "Please, join us."

Apple Bloom and Lezard looked at each other in shock, and then began to make their way over to Twilight.

"It's an honor to finally meet you in person," Lezard said looking up at Twilight.

"You mean as your Queen?" Twilight asked, but Lezard shook his head.

"More so as the famous Twilight Sparkle, known as the pony who failed the exam, but passed the test," Lezard stated, "You were famous among the students of Canterlot's School for Gifted Unicorns, you know?"

"Really? Huh, maybe I should keep that place open, use it to turn out more loyal servants."

"How dare you..." Apple Bloom said softly looking down.

"Excuse me?" Twilight asked looking at Apple Bloom in confusion.

"You stand up there after takin away Cadence's magic, makin poor Princess Luna yer mind slave, hurt Rarity an' mah sistur, and now poor Scootaloo!" Apple Bloom shouted looking up at Twilight, "This ain't right! Ah don't know whut's happenin ta you, but ya need ta stop right now elsewise Ah'll have ta get ugly!"

"Do you hear this little filly?" Twilight asked Trixie, "She thinks she can stop me!"

"Thanks ta _you_, Ah ain't a filly anymore!" Apple Bloom pulled out her sword, "An' Ah don't _think_ I can stop ya, Ah _know_! Lezard, speed me up!"

"ACCELERATE!" Lezard shouted, instantly casting the spell Apple Bloom needed. She then charged at Twilight, ready to end this once and for all. Ready to make everything back to the way it was by _any_ means necessary. Twilight couldn't dodge this. Even if it didn't kill (which she hoped it wouldn't) she could at least knock her to the side.

But something else happened _no one_ was expecting. A the last minute, Trixie pushed Twilight out of the way, and even though to Apple Bloom she was moving slower, it was too late. Apple Bloom couldn't stop, and instead of maiming Twilight like she hoped.

She _impaled_ Trixie.

Time returned to normal, and Apple Bloom looked in horror as Trixie fell down limb. Twilight was trembling, and her scream was so loud that the _entire_ castle heard her, if not all of Canterlot.

"NOOOOOOOOOOOOO!"

* * *

><p>Luna stopped when she heard the scream, and her eyes regained life in them. Rainbow Dash, Pinkie Pie, and Spike all lowered their weapons as Luna fell down.<p>

"Is she..." Spike asked slowly.

"I don't..." Rainbow Dash replied. Pinkie Pie hopped over to Luna and shook her.

"Wakey wakey, Princess Luna," Pinkie Pie said playfully. Luna actually stirred awake, and looked up at Pinkie Pie.

"Pinkamena?" Luna asked, now looking up at Spike and Rainbow Dash, "What have I been doing?"

* * *

><p>As Fluttershy and Applejack lied down in the library, the statue of Princess Celestia began to glow. Fluttershy and Applejack looked up at the statue in awe as they saw cracks in the statue, revealing a bright light.<p>

"Oh my..." Fluttershy said, unable to believe what she was seeing. The statue was... Princess Celestia was...

* * *

><p>Twilight ran over to Trixie and held her, "IDIOT!" Twilight shouted, "Why did you do that? WHY?"<p>

Trixie opened her eyes slowly and gave Twilight a weak smile, "I promised you... that I would... protect you..."

"But with your life? Why would you do that? I'm not worth it!"

"No... you are... to me..." Trixie said, shocking Twilight, "You're the light... in my darkness... Even now... you're the most... beautiful pony... in the world..."

"Trixie..." Twilight sobbed, "Don't you DARE leave me! You aren't allowed to leave me!"

"Thank you... so much Twilight..." Trixie said, "You saved... my life... made me... special... I love... you... so much..."

"Trixie! Stay with me! You promised that you wouldn't leave me! YOU PROMISED ME!"

"I'll always... be... with you... good bye... Twilight... Sparkle..."

Her hooves fell limb as her entire body lost all life.

"Trixie?" Twilight asked shaking her, "You're... not gone... Trixie?" she was beginning to get more and more upset, "Trixie! TRIXIE LULAMOON, YOU WAKE UP THIS INSTANT!" for a split second, everything became light again, seeing her student, her friend, die in her forelegs.

But then the darkness returned, and it was darker than ever. For some reason, despite her grief, the darkness was invigorating, and she didn't cry for her fallen friend.

She laughed.

* * *

><p>Spike, Rainbow Dash, Pinkie Pie, and Luna ran into the throne room, shocked by the sight they saw. First, Trixie on the floor in a pool of blood dead. Second, Apple Bloom backing up and shaking her head in tears of horror. Finally three, Twilight surrounded by darkness, and she was... changing...<p>

She was... evolving...

"You know what?" Twilight said sounding a little insane, "I should thank you, Apple Bloom. You saved me from the light that Trixie granted me."

"B, but Ah didn't..." Apple Bloom cried as Lezard tried to comfort her.

"She prevented me from seeing the _true _darkness of the world. Now though, _oooh_, now I can _see_. This world is truly... utterly... DISGUSTING!"

As she shouted, her body was engulfed in darkness, and it looked like she was growing a little. She was now as big as Cadence, her horn grew longer, her mane and tail got longer and gained a little volume, and she grew long wings on her back.

She had become an alicorn.

"My god..." Lezard said in fear.

"She's... become an alicorn..." Spike said.

"Shut... up..." Rainbow Dash said softly, Pinkie Pie hiding behind her.

"Now I see what my true destiny is!" Twilight said in a powerful voice that sounded like two voices in one, "I'm not this world's ruler, I'm this world's _destroyer_!"

"Like hell you are!" Luna shouted walking forward, "I allowed you to get the better of me before, but I shant do it again! Twilight Sparkle, I am going to rid this world of your darkness once and for all!"

"I'd love to see you try, _Princess_ Luna," Twilight said with an insane smile on her face, and something that made Lezard stop when he looked at her eyes. Were those...

Luna and Twilight charged at each other locking horns. For a while they just slashed with their horns, but then they took the the air and flew around the room firing dark beams at each other. Soon they resorted to flying past each other slashing each other with their wings, each impact making a small black and red explosion. It was a sight to see, watching the two alicorns fight. In the end, they stopped and fired beams out of their horns, Luna firing a dark blue and white beam, and Twilight firing a black and red beam. The two beams met in a power struggle, one that Luna was slowly losing.

"I... won't... LOSE!" Luna screamed in determination.

"Peon, you already lost!" Twilight taunted. Her beam pushed Luna's beam back, and then the force of the two beams knocked Luna back onto the floor.

"PRINCESS!" Everypony shouted running to her aid.

"Killing you will be much too easy!" Twilight said landing, "So here's what I'll do. I'll give you all three days."

"Three days?" Rainbow Dash asked.

"To what?" Lezard finished for her.

"To _live_," Twilight said shocking everypony, "Enjoy your sun, enjoy your pathetic lives, you can even plan against me. After three days, I'll open the gates to Tartarus, and you may bring as many ponies as you want there to stop me. _When_ you lose though, I'll emerge from Tartarus and destroy all of Equestria."

"You sure... sound high on yourself," Luna said getting up, "You're taunting us with life, just to take it away in the end?"

"Oh no Luna, you mistake me for a _true_ monster," Twilight said with an evil smile, "I'm being _generous_ by giving you this time. Once you've run out of time though, I'll make sure all of your deaths are quick and _relatively_ painless," she taunted before laughing a bit evilly, "Until then, farewell."

She vanished in a black void. As soon as she was gone, the sun began to set. They must have been there for a while for it to naturally fall into night. Or maybe that was Twilight's doing.

Luna fell down a bit, but Spike caught her, "I'm fine Spike," Luna said, "Just a little tired."

"We call ourselves trying to stop this, and all we did was make it worse," Rainbow Dash said, "Damn it."

"Dashie, don't be too hard on yourself," Pinkie Pie said sweetly nuzzling her fillyfriend, "We didn't expect things to go like this."

Apple Bloom was standing over Trixie's body, still shocked by what happened. She killed somepony. She _actually_ killed somepony. Worst of all, she killed _Trixie_, who besides hurting Rarity, her only crime was trying to be a true friend.

Lezard walked over to her, "Apple Bloom, talk to me," he said, "Are you okay?"

"Lezard..." Apple Bloom said, "Ah killed her..."

Lezard sighed, "No, she pushed Twilight out of the way and _fell_ into your sword. You didn't mean to do this."

"But Ah did," Apple Bloom said, her voice picking up a bit, "Ah _did_ kill her! Ah killed someone!" she was beginning to lose it, so Lezard stood in front of her and held her.

"Apple Bloom, it's alright," Lezard said softly as Apple Bloom cried, "Let it out. I'm right here for you like always."

"EVERYPONY!" They heard Fluttershy scream behind them. Everyone turned around and saw Fluttershy standing at the the door panting heavily. She must have been running.

"Fluttershy, what's wrong?" Rainbow Dash asked.

"Nothing!" Fluttershy said, "It's a miracle!"

As soon as she said that, everyone looked behind her at the large figure staggering into the throne room, supporting herself against a wall. She looked tired, and still really weak, and her usual flowing mane was falling straight to the floor.

But it was definitely Princess Celestia.


	26. Chapter 26

Chapter 26: Master of Harmony

_~3 days until the end~_

The following morning, Princess Luna sent a letter to Cadence asking Rarity be moved to a room in Canterlot Castle. Thankfully Cadence's magic returned to her because she wrote back to Luna saying that Shining Armor would be by with a few doctors to bring Rarity. When he arrived he also had Silver Spoon and Sweetie Belle with him.

After settling Rarity into a room, Luna explained to Shining Armor everything that happened yesterday, after all, it was his sister.

"God..." was all Shining Armor could get out after hearing the whole story.

"The good news is that my sister is alive, if not weak," Luna said looking to the side, "The bad news is that Twilight is stronger than ever. I doubt that anything we have at the moment could really stop her."

"Did you try to get control of the sun?" Shining Armor asked.

"I did," Luna said with a nod, "But wherever Twilight is she's in full control of both the sun and probably the moon. I doubt even my sister could stop her now."

"Is she well?" Shining Armor asked, noting how tense Luna got.

"Sister may say otherwise, but she's not up to talk to anyone at the moment."

"You're right Luna," Celestia was heard walking into the hall, "I would say otherwise."

"Tia," Luna said walking over to her sister, who did look weak, "You shouldn't be here."

"Why not?" Celestia asked seriously, "I may not be at full power, but that doesn't mean I should be in bed."

"You were _turned to stone_," Luna reasoned.

"And you were turned into a mind slave," Celestia retaliated, looking right into Luna's eyes, "And you know that if the roles were reversed you'd do the same thing as me."

The two of them glared at each other for a second before Luna closed her eyes and sighed in defeat.

"Fine, but I'm keeping an eye on you," Luna said walking off, "It was nice seeing you again Shining Armor."

"Likewise," Shining Armor said with a small smile. He then turned to Celestia, "Maybe you should at least sit down."

"I'll be fine," Celestia said, "Before I ascended to where I am now I _was_ a knight. I guess some old habits die hard," Celestia laughed a bit.

"Do you know what's happening to my sister?" Shining Armor asked.

"I do," Celestia said with a sigh, "But I need to tell everypony at once. Could you stay for a little while?"

"Just let me write a letter to Cadence telling her where I am."

"Actually, tell my niece to come by. She needs to hear this too."

"Very well," Shining Armor was about to walk off, but he stopped and turned to her again, "Celestia, is my sister really a destroyer, or is there a chance to get my sister back?"

Celestia smiled, "Just because Twilight is a destroyer, doesn't mean she can't be saved. There's a difference between a monster and a destroyer," Celestia turned and walked off as she spoke, "A monster doesn't have a heart, a destroyer may simply be heart_broken._"

Shining Armor was a little confused, and he wasn't sure he liked Twilight being called a destroyer, but at least Celestia believed that Twilight could be saved. That was all he needed to hear.

* * *

><p>The spell wore off, but the emotions that Applejack felt hadn't left her. She had never felt so afraid in her entire life. Not just with the effects of the spell, but also due to the realization that she didn't kill Twilight.<p>

"What's wrong wit me?" Applejack said pacing through the library, "Why can't I stop trembling?"

Yes, she was still so afraid. It got worse when she heard that Twilight had become an alicorn, and that they now only had three days until she destroyed all of Equestria. She could have prevented that by killing Twilight when she had the chance.

But she didn't, she couldn't.

"So do you see it now?" Lezard said walking into the library.

"Ya knew that Ah couldn't kill her?" Applejack asked darkly.

"I had my guesses, but more so I was referring to the thing that's keeping the Element of Honesty from evolving."

"Why don't ya tell me?" Applejack said shooting Lezard a dark glare, "Ya seem ta know so much 'bout the Elements of Harmony. Why don't ya stop bein so enigmatic an' just tell me?"

"Because if I simply give you the answer then it won't mean anything. I can at least say this, so long as you keep deluding yourself you'll never evolve."

"Deluding mahself?" Applejack asked, now getting really angry.

"That you fought Twilight to save Equestria, when we both know that you weren't thinking of Equestria at all yesterday."

That was the last straw. This guy may have been Apple Bloom's friend, but he was getting on Applejack's last nerves.

"Who do ya think you are?" Applejack asked walking over to Lezard, "Ah'm an Element of Harmony! Mah duty is to save Equestria from threats like Twilight! All _you_ are 's sum class A asshole with a degree in magic who thinks he's sum messiah! Ya don't know how it feels to have the fate of the world restin on you! Ta have ta fight that evil in whatever form is takes, even IF IT'S YOUR BEST FRIEND!" Applejack stopped when she said that. Where did that come from?

Lezard looked right at Applejack seriously, but his expression softened a bit, "Now we're getting somewhere. I... didn't know that Twilight was your best friend."

"Ah... don't even think she knows..." Applejack admitted, "Ya know Ah wus the first one ta reach out ta her?"

"When she moved to Ponyville?" Lezard asked. Applejack nodded.

"Though, Pinkie Pie wus the first one ta see her, Ah actually spoke ta her. Ah knew that she an' Ah were meant ta be great friends, an' Ah ain't wrong about these kind o' things."

"You seem like a really good judge of character," Lezard said, "But what I don't understand is, if you and Twilight are such good friends, then why are you so adamant in killing her?"

"Cause Ah'm scared of her, okay?" Applejack shouted walking off a bit, "Ah'm afraid of what she's become. She... turned on _me_."

"Turned on _you_? Explain."

The memories of what happened minutes before she asked her friends to restrain her came back to Applejack.

_I WON'T let you get close to me! Touch me and you're DEAD!_

"She threatened ta kill me," Applejack admitted sadly, "After everything that had been happenin before. She seemed scared o' somethin, see? Her magic went crazy, she began havin nightmares everynight, after a while she stopped comin outside, an' when she did she looked paranoid. Not like the Lesson Zero incident though, this was different."

"Lesson... Zero?"

"That's whut we call this incident last year when Twilight forgot to send a report to the Princess. She got really scared an' began tryin ta come up with an excuse ta send somethin ta her. The whole situation got outta hoof, but in the end we all learned how much we should've stuck by her rather than dismiss her problem like we did, so we dubbed that day Lesson Zero since we all felt it was something we should have done on instinct."

"I see, but this time felt different?" Lezard asked, getting back on topic.

"Yeah. She didn't look like she was losin it like that day. This time, she looked like she wus seriously scared of somethin. Ah didn't take it seriously until Princess Celestia was turned ta stone, an' when Ah did, I... locked her up."

"I... didn't know that..." Lezard said slowly, and he looked like he didn't know how to take that news.

"She wus scared that she wus gonna hurt us, so she asked us ta lock her up in the basement of her library. Rainbow Dash and Pinkie Pie hated it, Fluttershy and Rarity were against it, but more scared of what she was sayin, but Ah..."

"Um, Applejack, is it alright if I take a stab at something?" Applejack shook her head, so Lezard continued, "Is it possible, that you blame _yourself_ for what happened?"

Applejack thought about it, but she didn't have to think to hard. It was like she already knew the answer, but she didn't know she knew.

The one _truth_ she didn't even know existed...

"It _is_ mah fault," Applejack said, her voice shaking and the tears coming, "Ah accused her... Ah abandoned her... When she needed me the most, Ah locked her up like she wus some animal. Ah killed Twilight... Ah did this! Ah made this monster!" she broke down, and cried harder than she ever cried in her life. As she did, the Element of Honesty began to glow, "Twilight, Ah'm sorry! Ah'm so sorry!"

As she cried, she felt something awaken within her. A power greater than anything she ever felt, along with something heavy slowly forming on her body. Red and gold armor, much like a knight's armor. It was similar to Rarity's armor, only it didn't have the fishnet stockings, and the shoulders were simple knight pauldrons that were golden. On her chest was a golden apple.

The Element of Honesty finally evolved.

Lezard knelt next to her and held her hoof comfortingly, "If you really want to make it up to Twilight, then you know what you have to do."

"But what if it's too late?" Applejack said looking up at Lezard, "What if Twilight really _is_-"

"After what you told me just now, and what I saw last night in the throne room, I don't think Twilight is really gone. You can't give up either. After all, you _are_ best friends, right?"

Applejack looked down and thought about that. She and Twilight _were_ best friends. They had always been, even if they hadn't ever openly said it. Twilight always came to her if there was a problem, and if Applejack had an issue she knew that she could count on Twilight. They were like sisters, and Applejack let her sister down.

Not again though. She _would_ save Twilight this time, no matter what.

"Excuse me," a guard said standing in the doorway, "Princess Celestia asked me to collect everyone. She wants everypony to meet in her room."

"Understood," Lezard said getting up. He held out a hoof helping Applejack up, and then began making his way out of the room.

"W, wait!" Applejack called out, stopping Lezard, "Ah'm... sorry fer everythang Ah said. Ya ain't a class A asshole."

Lezard laughed a bit, "No, but my peers always said I wasn't the most empathetic pony in the world."

Applejack smiled a bit, and then walked after Lezard, understanding him a little better. No wonder Apple Bloom liked him so much.

* * *

><p>When Applejack and Lezard walked into the Princess' room, a collective gasp was heard. Rainbow Dash ran up to her.<p>

"Applejack, is that what I think it is?" she asked.

"Yeah, Ah think it is, and you were right 'bout what we did. Lockin Twilight up wasn't right, even if she asked us to. Ah'm sorry," Applejack said unable to look Rainbow Dash in the eye.

"Hey, let's just focus on what we need to do now, okay?" Rainbow Dash asked. Applejack nodded and walked over to where everyone was sitting.

"Good, so is everyone here?" Celestia asked.

"Apple Bloom and Sweetie Belle aren't," Pinkie Pie said.

"We need to give Apple Bloom some space," Lezard stated, "Her friend Silver Spoon is with her."

"And truth is, I don't think Sweetie Belle is ready to see anyone either," Spike said, "She's really shaken up by what happened."

"We can fill them in later," Celestia said, "Cadence, could you close the curtains? I'd do it myself but..."

"Sure thing Auntie," Cadence said now using her magic to close the curtains, making the room surprisingly dark.

"Now, I'm sure by now all of you are familiar with the legend of the Queen of Darkness, correct?" Celestia asked.

"If we haven't heard the story, we definitely get the gist of it," Rainbow Dash said, "That's Twilight's true self, right?"

"Well, yes and no," Celestia said, "It's more of the pony she's destined to become. That doesn't mean that the Twilight we all knew wasn't real, because she was, but the moment she was born events were already in place that she didn't have control of."

"What do you mean?" Fluttershy asked.

"Are any of you familiar with the term reincarnation?" Celestia asked.

"I am," Lezard said raising a hoof, "I wrote a paper on it in my junior year at your school."

"What is it?" Applejack asked.

"And is it tastey?" Pinkie Pie asked.

"I think it's associated with time, correct Mr. Lezard?" Fluttershy asked.

"That's right, and please just call me Lezard. I'm not the oldest in this room, no offence Princess."

"None taken," Celestia said with a smile.

Lezard cleared his throat before he spoke, "Reincarnation is when a pony is reborn after they die. This usually happens thousands of years after the pony's life ends, so nopony can truly determine if it's real or not, but Chronomancers like myself believe that this phenomenon is in fact true, based on the theory that history repeats itself."

"You mean this happened before?" Spike asked.

"And it may even happen again, long after all of us are dead," Lezard explained.

"That brings us to the main topic of this talk," Celestia said now making her horn glow. She then pointed it at the center of the room and images of ponies began to appear, one of which was an alicorn that looked a lot like Twilight, "Thousands of years ago, even before Luna and I were born, the ruler of Equestria was named Queen Midnight. She was loved by everypony in Equestria, and was in charge of raising the sun and the moon much like Luna and I today.

"However, she had a dark secret. She was spawned not from Elysium like most ponies, rather, she hailed from Tartarus. You see, she originally came to destroy Equestria, but instead felt the light of the ponies. She then decided against Equestria's destruction and instead acted as it's protector against the monsters of Tartarus. This went on for many years unchecked.

"Unfortunately though, the ponies of that Equestria found out where Midnight came from, and why the demons of Tartarus kept coming. They were attempting to bring Midnight back with them so she could finish her mission of destroying Equestria. The ponies turned on Midnight, calling her a monster, and stormed the castle. Midnight began to wonder why she spared Equestria in the first place, and allowed the darkness in her heart to consume her again, thus the Queen of Darkness was reborn as the Destroyer of Equestria."

"So, the legend was talking about Twilight being who she was as Queen Midnight?" Rainbow Dash asked.

"That's correct," Celestia said, "Twilight is the reincarnation of Queen Midnight, also known as the Queen of Darkness."

"But she didn't _destroy_ Equestria," Applejack said, "Ah mean, if she did, then we wouldn't be here, right?"

"Somepony stood against her then?" Shining Armor asked. Celestia nodded, and the images changed, now showing an earth pony that no one really recognized off hoof.

"Somepony did. At the time, she was a simple carpenter, but one pony named Bayonet stepped forward. She was clever, and managed to trick Midnight into giving her a fraction of her power. Once she did, Bayonet did the impossible, and used _all five_ Elements of Harmony at once to combat the Queen of Darkness."

"Wait, five?" Spike asked, "But I thought there were six Elements."

"Remember Spike," Pinkie Pie said, "The Spark of Friendship created the sixth Element inside Twilight the day we fought Night Mare Moon."

"Oh right... I remember now," Spike said nodding. He actually wasn't there when they fought Night Mare Moon, so it was harder keeping up with that.

"But for one pony to use all the Elements of Harmony at once," Cadence said, "This pony must have been amazing."

"She was," Celestia said, "But that amount of power came at a price, for you see, no pony can handle that amount of power for long, and as you are well aware, one of the elements can't be used unless one is willing to _sacrifice_ everything for the greater good."

"Rarity..." Fluttershy said, everyone looking down realizing what Element Celestia was referring to.

"So this pony allowed herself to become the vessel for the Elements of Harmony by displaying all five Elements at once," Celestia continued, "In doing so though, she surrendered her very being to the Elements, and was unable to reclaim her mortal life. Both she and Midnight died that day, but as they faded away, Midnight vowed to return one day to finish what she started. For Bayonet's bravery, she was forever seen as the Master of Harmony, and the ponies believed that on the day the Queen would be revived, so would the Master of Harmony, and she would once again fight to rid the world of the Queen."

"So that's who the Master of Harmony is..." Applejack said to herself.

"But the Master of Harmony _killed_ Midnight, right?" Fluttershy asked, "If she fights Twilight again, won't that..."

"Truth is, things hare slightly different this time," Lezard said catching everyone attention, "First of all, like Spike pointed out, there are _six_ elements this time, meaning that she might possess enough power this time to stop Twilight _without_ killing her. Also, I noticed something about Twilight when she was speaking yesterday after Trixie's death."

"What was that?" Rainbow Dash asked.

"Tears," Lezard said, confusing everypony, "Despite what she was saying, and despite her laughter, she was actually crying. I imagine something inside of her was still mourning the loss of Trixie, but the darkness was so great that she didn't even realize it."

"So if we appeal to that small part of her," Shining Armor said.

"We might be able to bring Twilight back," Lezard finished.

"But we don't know who this Master of Harmony is," Cadence said, "Even if we did, to ask this pony to give her life for us just seems so..."

"Actually, I think I have an idea of who the Master of Harmony is," Lezard said, "And she's been closer to us than we ever thought possible," as he said that he looked up at the door, looking at the pony who had secretly been listening to everything they were talking about.

Apple Bloom...

* * *

><p>"Please calm down!" Lezard shouted walking after Apple Bloom, who refused to stop for anything. She just wanted to lock herself in her room and force herself to wake up from this horrible nightmare. When she got to her room she tried to kick the door closed, but Lezard stopped it right before it closed.<p>

"Go away!" Apple Bloom shouted.

"Apple Bloom, I know this is a lot to take in, but we don't even know for certain if-"

"Oh, like _you_ don't know! Admit it, yer jus' sayin that ta calm me down, but ya know! Ah know!" Apple Bloom pulled off her dress and threw it to the side before showing Lezard her Cutie Mark, "Ya called the Elements of Harmony "tools for peace", and this Cutie Mark means Ah'm a tool master! The Master of Harmony gets power from the Queen, and Twilight turned _me_ into an adult! The second all of this began Ah started havin weird thoughts saying _Ah_ had ta do somethin! All of the signs point ta _me _bein that Master of Harmony! Ya know it's me! Why don't ya jus' say it?"

Lezard sighed and l closed his eyes, "Alright, I'm sure that it's you."

Apple Bloom shook her head looking away, "Ah'm leavin."

"Leaving?" Lezard asked.

"Ah need ta get outta here."

"Where would you go?"

"Ah don't know!" Apple Bloom screamed, "Ah jus..."

Lezard walked over to her and touched her shoulder, "I know this is difficult for you, but you need to calm yourself. Freaking out like this isn't going to-"

Apple Bloom pushed his hoof off his shoulder, "You have _no_ idea how hard this is fer me! This whole thing is jus' so... so... FUCKED!" she screamed, apparently shocking Lezard.

"A, Apple Bloom-"

"Ah look in the mirror _every_ day, expectin ta somethin that Ah don't! More an' more Ah feel mahself changin on the inside, an' it scares me! Ah _killed_ somepony, Lezard!" she was shaking now she was so upset, "All Ah want is fer all o' this ta end! Ah want ta wake up from this horrible nightmare!"

"This is too much for someone your age," Lezard said looking away, "I sometimes forget that you're a child."

"That's just it!" Apple Bloom said, "Ah'm NOT!"

"Apple Bloom, no matter how much you change on the outside you're still the same on the-"

"Can ya really say that? Ya said it the day ya met me that aging a pony wus somethin ya had never seen! You don't know how Ah've changed! You don't know what's going on wit me!"

"Neither do you," Lezard stated, "You're the victim, and these circumstances are really confusing."

Before she knew it, their lips were pressed together. She didn't even know why she did it. She didn't understand _anything _anymore. Her mind was going a mile a minute, and Apple Bloom was so scared that she couldn't take it.

They parted, and Apple Bloom looked into Lezard's eyes. He looked so shocked, as if he couldn't believe what just happened. Apple Bloom didn't know what to say, so she did the one thing she knew she could do.

She ran.

* * *

><p>When she got to the courtyard, she bumbed into somepony and fell to the ground. She looked up and instantly wanted to disappear.<p>

"Pr, Princess Luna!" Apple Bloom shouted bowing to her, "Ah'm sorry, Ah should've been watchin where Ah wus goin! Ah'll jus..." she was about to run past Luna, but she held her wing out stopping her.

"You've been crying," Luna said, "Something is wrong?"

"It's nothin, alright? Ah jus'-"

"As somepony who's studied Chronomancy and can cast a few time spells, I know the complications that arise when messing with it. If you need to talk to anypony in this castle, I might be the best candidate."

Apple Bloom looked away, thinking hard about what she was about to do. In the end, she decided that she needed to open up to _somepony_, and if Princess Luna was willing to listen...

She wasn't Zecora, but she'd do for now.


	27. Chapter 27

**The last chapter had a special place in my heart. Truth is all the chapters after this are special to me. Apple Bloom is one of my favorite characters in this story actually, because I feel that her growth is very realistic considering the circumstances. This is definitely my greatest piece of work, and I'm not sure if I said this, but I have a secret desire for Equestria Daily to notice this story (one reason I'm pouring my heart out in this).**

**I know that I have a cover for this story already, but truth is I just found it on the internet and it sort of matched. If anyone reading this can draw ponies REALLY well (like as good as the show well) then I would love it if you could draw a really good cover for me. I would do it myself, but I can't draw (yet).**

**Finally, I know that the song here says "hands", but I couldn't bring myself to say "hooves" for this song. It just doesn't do it justice. Besides, Spike has hands, so the lyrics match. As usual, the lyrics on top in bold italics are being sung alongside the actions underneath in normal font.**

**Anyway, here's the next chapter.**

Chapter 27: Why Does it Hurt So Much?

Princess Luna escorted Apple Bloom to her room and they began talking. Apple Bloom was surprised how approachable the Princess of the Night was. She definitely was more stoic and reserved than her older sister (Apple Bloom was shocked to find out that their difference in age was the same as her and Applejack) but somehow Apple Bloom saw a gentleness to Princess Luna that she didn't notice before. Actually, before Apple Bloom was TERRIFIED of Princess Luna. Not because of the Night Mare Moon thing, but because she was so powerful, and didn't _look_ as friendly.

But all of that changed when Apple Bloom opened up to Princess Luna.

"I see," Luna said thoughtfully, "How long have you been like this?"

"Let's see," Apple Bloom had to think, "Ah think this is the sixth day."

Luna looked shocked, "You've been in an adult body for six days?"

"Y, yes," Apple Bloom said, suddenly scared. Did she do something wrong?

Luna caught herself, and then her gentle expression returned, "I'm sorry Apple Bloom, that was not directed at you. I was just surprised. You're... how old? Normally I mean."

"Before this Ah was ten. Ah think Ah'm twenty-one now."

"My god..." Luna looked so shocked hearing this, and was now in deep thought. _Was _this a special case?

"Um, yer Majesty?" Apple Bloom asked.

"Call me Luna," she said distantly, taking Apple Bloom off guard. She NEVER thought she would be on first name basis with royalty. This was crazier than when she was told to call Rarity by her first name.

"Alright, L, Luna," _that_ was going to take some getting used to, "Um, is whut Twilight did ta me uncommon among Chrono... Chrono..."

"Chronomancers," Luna finished for Apple Bloom, "And it's not unheard of. I used Chronomancy on myself to accelerate my age."

"R, really?" Apple Bloom asked.

"After the Elements of Harmony freed me from my darkness, I was still the same age I was when I changed into Night Mare Moon, while Celestia had aged and grown more powerful. I was already adept at Chronomancy at the time, so I used the same spell that Twilight used on you and your friends to put me at the same age I would be had I not become Night Mare Moon."

"But, weren't ya sad to have lost yer childhood?"

Luna laughed, but it was a sad laugh, "I lost my childhood the moment I became that monster and tried to hurt my sister. Then waking up and finding out that more than a thousand years had gone by, all of my friends dead, surrounded by a new, more "modern" Canterlot, new rules, and new ponies to have to get used to? I felt like I would have been better off dead, but I knew that wouldn't fix anything. So I cast a spell to age myself. I wouldn't be surprised if Twilight used the same room I used. The spell circle is still there."

"So, ya know what happens to a pony that rapidly ages?" Apple Bloom asked.

"Yes, and what you're going through right now I experienced as well. You see, when you use that spell, it's not just a physical change. You've literally aged yourself at a rapid rate. As a result, though it may take a while, your mind follows soon after. What you're experiencing is just that."

"So, Ah'm growin up mentally?"

"Yes," Luna stated with a nod, "The fact that you've been like this for almost a week means that you're adult hormones are kicking in now."

Which is why Ah feel so strange around Lezard," Apple Bloom said to herself, "_Can_ Ah return to mah normal age?"

"Well, the real question is, do you _want_ to go back to your normal age?" Luna asked her. Apple Bloom was about to answer, but then stopped. When she thought about it, she wasn't so sure. In the beginning it was all she wanted, but right now, faced with the possibility, she wasn't sure she _wanted_ to be a child again.

Luna sensed her hesitation and wrapped a wing around her, "It's okay, I know how it feels. I was scared of the feelings I felt too. The first week is the hardest, but after that, you begin to adjust."

"Whut if Ah _do_ become a kid again?" Apple Bloom asked looking up at the Princess of the Night, "Will these feelins go away?"

"That I do not know," Luna said, "The mind is a strange thing. Even if the body goes backward, the mind only moves forward. Honestly, going back now might just make you an adult trapped in a child's body. However, not going back would be robbing you the joys of growing up naturally," Luna sighed, "Tell you what, I'll create a spell that can return you to your proper age, but I won't use it on you unless you tell me that you want me to."

"Can ya... really do that?" Apple Bloom asked, saddened that she wasn't happier knowing she could be herself again.

"I've learned many things through Chronomancy, and I'm on the verge of figuring out time travel. I don't _just_ control the moon," Luna said with a smirk.

"Ah see," Apple Bloom said smiling, but then got serious, "That's not the only thing that's botherin me."

Luna nodded, "You're referring to the whole Master of Harmony bit, aren't you?"

"Ya heard about it?"

"And that some ponies in this castle are under the impression that it's you. Tia told me."

It took a second for Luna to realize she was talking about Princess Celestia. She wondered if Luna had a nickname too.

"Whut should Ah do?" Apple Bloom asked, "Ah mean, Ah _know_ that it's me, but Ah'm scared. Ah don't wanna fight Twilight by mahself, an' Ah'm terrified of diein, but if the pony in the legend is me then..."

"You listen to me," Luna said sternly looking right into Apple Bloom's eyes, "Don't let anyone tell you that you _have_ to do _anything_."

"But the legend said-"

"Screw the legend!" Luna said, shocking Apple Bloom, who was under the impression that all ponies in the castle believed it was her, "I don't put faith in "legends" and "prophesies" like my sister does. Sure, I listen to them, and they are usually right sadly, but I didn't become Night Mare Moon because it was in a book. Discord didn't reawaken because it was foretold. Twilight didn't become a destroyer because of some prophesy. All of that happened because of _us_, the ponies living in Equestria _today_. I'm not going to tell you whether or not you're the Master of Harmony, but I am going to tell you that if you really are going to take action, it had better be because you _want_ to take action."

That hit Apple Bloom hard. It didn't matter if the world depended on her? It didn't matter if she was the only pony who could stp Twilight? Apparently not.

According to Luna, the only thing that mattered was what _she_ wanted to do.

* * *

><p>It was so dark in the throne room she was in right now. No one was there to talk to her, to keep her in the light, to say that they loved her, to hold her and take care of her.<p>

It made her sad...

_It made her feel relieved..._

She missed all of them...

_She hated everything..._

It was so confusing to her now. What was she doing? _Why_ was she doing it?

_It didn't matter anymore. She didn't have anyone anymore. The world hated her, so why not hate it back?_

"It's so dark here..." she said softly to herself, "It's... so DARK!" she screamed, holding her head in pain. She then began screaming out in sadness, anger, grief, agony, it was all in that scream.

But when she was done screaming, she fell to the floor and began laughing sadistically.

"Day one is over... Elements of Harmony..." she said, her voice completely insane, "In _two _days... I'll destroy all of you," she began laughing again, but slowly her laughter became more and more like sobbing, until she was just crying, "Help me... please..."

* * *

><p><em>~2 days until the end~<em>

"So there's nothing else that we can do?" one of the doctors asked.

"I think we tried everything," the other doctor said, "It's like she's not even _in _there anymore."

"What do you think we should do?"

"My opinion," the doctor sighed, "we move her back to Ponyville. That way she can at least spend her last few days at home."

"You talk as if she's already dead," his partner sounded a little irritated.

"We may all be dead in a few days, remember?" he reminded his partner, who nodded in response.

Sweetie Belle couldn't believe any of this. The doctors were giving up? But Rarity was still breathing! This was why Sweetie Belle couldn't STAND doctors. They didn't care whether or not they could save a pony. If they did they'd keep trying to wake Rarity up.

She walked down the hall, thinking about everything that happened so far. Apple Bloom still wasn't talking to her, and who could blame her. She turned out to be right about _everything_. Twilight _was _using her, they _didn't _need dark magic to get their Cutie Marks, and Rarity _did_ love her.

And everything that happened, including Rarity getting hurt, it was because of _her_.

That hurt more than anything. Here she was, stuck in an adult's body, with a Cutie Mark she probably didn't deserve, she lost her best friend and she _might_ just lose her big sister as well.

No... she wouldn't. She wasn't going to lose Rarity. She _had _to do something. It was her fault, so she had to fix it. Even if she had to wake Rarity up herself.

Huh, wake her up _herself_. Why hadn't she thought of that? She looked at her flank, at her Cutie Mark, remembering what it meant. She may not have earned it the day she got it, but if she could wake up Rarity she'd feel like she deserved it.

She ran over to Rarity's room, hoping that no one was in there. When she got there, she saw that Rarity was alone. She looked like she was sleeping. Even now she still looked so graceful. Sweetie Belle remembered how she used to hate how beautiful Rarity was, because she secretly wanted her to be beautiful like that. It wasn't until she sacrificed herself that Sweetie Belle realized that Rarity was beautiful on the _inside_ just as she was on the outside. In fact, that beauty she saw _was_ her inner beauty. She was truly an angel.

"Wake up Rarity," Sweetie Belle said walking into the room, "Please..."

She closed the door and locked it, making her horn glow. This time the song that came out was soft, and full of the sadness she felt in her heart.

(Start My Hands by Leona Lewis)

_**I wake in the morning tired of sleeping,  
>Get in the shower and make my bed alone.<br>I put on my makeup talking to the mirror,  
>Ready for a new day without you,<strong>_

Sweetie Belle stayed facing door as she sang the first verse, her horn glowing bright pink.

_**And I walk steady on my feet, I talk, my voice obeys me,  
>I go out at night, sleep without the lights.<br>And I do all of the things I have to keeping you off my mind,  
>But when I think I'll be alright I am always wrong 'cause<strong>_

She slowly turned around and looked at Rarity sleeping in the bed, feeling more desperate hoping that Rarity could hear her song, hoping it would guide her to consciousness.

_**(My hands) don't wanna start again,  
>(My hands) no, they don't wanna understand,<br>(My hands) they just shake and try to break whatever peace I may find.**_

(My hands) they only agree to hold,  
>(Your hands) and they don't wanna be without,<br>(Your hands) and they will not let me go. No, they will not let me go.

She was now walking over to Rarity singing the chorus, a magical voice a lot like her's aiding her now. She stopped right at the side of her bed and began nuzzling Rarity.

_**I talk about you now, and go a day without crying,  
>I go out with my friends now, I stay home all alone,<br>And I don't see you everywhere, and I can say your name easily,  
>I laugh a bit louder without you,<strong>_

_**And I see different shades now, and I'm almost never afraid now,  
>But when I think I'll be okay I am always wrong 'cause<strong>_

_**(My hands) don't wanna start again,  
>(My hands) no, they don't wanna understand<br>(My hands) they just shake and try to break whatever peace I may find.**_

(My hands) they only agree to hold,  
>(Your hands) no, they don't wanna be without,<br>(Your hands) and they will not let me go. No, they will not let me go.

She touched Rarity's hoof while she sang the second verse, getting worried. She wasn't stirring or anything. But she was breathing. She looked down right before she poured all of her emotion again into the chorus.

_**Sometimes I wake, I see them reaching out for you,  
>Quietly breaking whatever shields I spent so long building up.<br>I cannot fake 'cause when they cry I'm unspoken.  
>They miss holding my baby.<strong>_

Sweetie Belle was getting desperate now, and as she sang she began shaking Rarity, inside thinking "Wake up damnit! Wake UP!"

_**My hands, no, they don't wanna understand.  
>They just shake and try to break whatever peace I may find.<strong>_

She broke down and cried freely as she continued to sing. She was NOT giving up. Not now, not ever. Rarity saved her life, so she HAD to save Rarity's.

_**(My hands, your hands) they don't wanna be without!  
>(Your hands) and they will not let me go. No, they will not let me go.<strong>_

_**(My hands) don't wanna start again,**_  
><em><strong>(My hands) no, they don't wanna understand,<strong>_  
><em><strong>(My hands) they just shake and try to break whatever peace I may find.<strong>_

_**(My hands) only agree to hold,**_  
><em><strong>(Your hands) no, they don't wanna be without (they don't wanna be without)<strong>_  
><em><strong>(Your hands) and they will not let me go. No, they will not let me go.<strong>_  
><em><strong>No, they will not let me go...<strong>_

Looking back at Rarity, she practically pleaded her to wake up with the chorus this time, unable to hold in the tears. She just wanted a sign to know that Rarity was in there. That she was listening. That she heard her. She needed to tell Rarity how sorry she was.

But as the song ended, she realized that her song hadn't reached her. She hugged Rarity as she ended the song, singing the last part. She sobbed loudly holding Rarity.

"I'm sorry Rarity!" Sweetie Belle sobbed, "I'll never wear your high heels again! I'll never put on your make up! I'll never complain about your work! I'll be the BEST little sister ever, and never get in the way again, just PLEASE wake up! PLEASE!" she continued to sob, hoping that Rarity would tighten the hug.

She felt a brief twitch, but that was it. It was enough for Sweetie Belle at that moment though, who continued to cry still holding her sister. In her head, she could almost hear a sweet and soft voice...

_It's okay... I forgive you... sister..._

* * *

><p>Outside, Silver Spoon was listening to Sweetie Belle's song. She was almost brought to tears hearing that song, and it made her think of the bond that still needed to be fixed.<p>

"I'll fix this, I promise," she said. She wiped her eyes before galloping out of the castle. She thought she saw Apple Bloom go out. Maybe she could still catch her.

But when she got into town, she didn't find Apple Bloom, she found someone _else_. She was lying down in an alleyway, her armor broken in certain parts, and it looked like she was beaten up _bad_, because although she was breathing, she wasn't moving.

"Scootaloo..."

* * *

><p>Silver Spoon showed Rainbow Dash where she found Scootaloo. Thankfully she was still there. Poor kid, Rainbow Dash thought, it was like looking in a mirror almost.<p>

Almost...

Rainbow Dash brought down a small rain cloud and stomped on it making water fall out, onto Scootaloo. She stirred a bit, but it looked like she was still trying to sleep.

"Wake up, kid," Rainbow Dash said. Instantly, Scootaloo began laughing, but Rainbow Dash noticed it was a sad laugh. The kind from somepony who had given up.

"Come to finish me off, huh?" Scootaloo asked, "If you think for one second that I'm going to go down quietly, you've got another thing coming," she laughed again, "I'm not going to die."

"At least that much is admirable," Rainbow Dash said getting off the cloud and walking over to Scootaloo, "And I didn't come here to finish you off. I came here to talk."

Scootaloo snorted, "Oh, so you _care_? Please, don't even go there. I'm done being a follower to anyone," she forced herself up, "I run this race on my own, and I'm in first place."

"You can't run a race on your own," Rainbow Dash said, "Your problem is that you're so far away from everyone else, you can't tell if your in first place, or _last_. Where you are it looks exactly the same."

"Aren't _you_ the expert?" Scootaloo taunted turning to Rainbow Dash, "Why don't you prove your point?"

Rainbow Dash looked down and sighed, "I'm not fighting you again, kid."

"Then you're just going to make it easier for me!" Scootaloo charged at Rainbow Dash, who turned into a bolt of lightning and dashed behind Scootaloo.

She charged again, but Rainbow Dash dashed to the side, making her fall into a series of crates. Scootaloo got up _again_ and continued to charge at Rainbow Dash, who kept dashing around. As this went on, Rainbow Dash looked _hard _ at Scootaloo, noticing the pain in her eyes.

They were _exactly_ alike, these two.

Scootaloo charged one last time, but fell to the ground as Rainbow Dash moved aside. Rainbow Dash walked over to Scootaloo.

"Why are you still fighting?" Rainbow Dash asked, "Do you even remember, or are you just fighting for the sake of fighting now?"

Scootaloo jumped up and tackled Rainbow Dash to the ground standing on top of her, "I'm fighting to erase my past! All of it!"

Rainbow Dash rolled them aside so she was on top, "You're past is always there whether you like it or not! Even if you kill everyone in your past, the feelings those people left with you will still be there!"

Now Scootaloo was on top, "That's why I threw away EVERYONE! I can't feel anything for anyone if NO ONE IS THERE!"

Rainbow Dash on top, "No one gets far by themselves! At some point you HAVE to accept somepony!"

Scootaloo on top, "What's the point when the ponies you accept just turn their backs on you when all your trying to do is be their friend?"

Rainbow Dash, "Maybe if you spent a little _more_ time listening to those so called friends and a little _less_ time listening to your own voice you'd understand why people leave you!"

Scootaloo, "What do you know about my pain? You're nothing like me!"

Rainbow Dash, "I'M EXACTLY LIKE YOU!" this time Scootaloo stopped, clearly shocked when Rainbow Dash said that, "Parents who don't give a shit, ponies putting you down because you don't know your talent, feeling like you want to give up or just tell the world to just fuck off, I know EXACTLY how that feels, because that was my foalhood!"

Scootaloo was wide eyed listening to Rainbow Dash, apparently unable to process what she was hearing.

"But I never lost touch with who _I _was!" Rainbow Dash continued, "I had _one_ friend in school, ONE! She was an outcast like me, and she kept me from giving up on myself! I thank God and Celestia _every day_ for that friend, and if I could see her again I'd tell her how much our friendship meant to me! Just because my life sucked I didn't quit because I was determined to make my life _better_!

"Now look at me. I've got more friends than I can count. I've got a wonderful job. I've got a dream. Most of all, I've got a _purpose_! I've got ponies counting on me, those same ponies who shunned me, hurt me, made my life feel like the shit hole I thought it was! I know exactly how it feels to be in your life, but unlike _you_, I didn't waste my life feeling sorry for myself, and I _never_ betrayed my friends!"

Scootaloo broke eye contact and looked really serious, but Rainbow Dash could tell that she was trying _hard_ not to cry. Rainbow Dash got off of Scootaloo and walked off a bit.

"No one gave up on me," Rainbow Dash said, "So I won't _ever_ give up on you. You probably don't hear this enough, I know I didn't," she turned to Scootaloo, "I love ya, kid."

"Why?" Scootaloo asked in a shakey voice, "I tried t, to kill you."

"We always hurt the ones we love kid," Rainbow Dash said, "The important thing is that we have a forgiving heart."

"Y, you forgive me?"

"Kid, I forgave you the night it happened. I'm not the one you need to ask to forgive though," with that, Rainbow Dash walked back to the castle. Somehow, she knew that Scootaloo would be okay. As she walked off, she thought of that friend, wondering if she was okay.

Maybe after saving Twilight, she'd write to her. See if there was a chance to restart their friendship.

* * *

><p>For a long time, Scootaloo lied there, letting the words sink in. She felt something inside. She didn't know if it was good or bad, but she couldn't ignore this feeling.<p>

"Damn it..." she groaned holding her head, "DAMN IT!" she screamed loudly, not caring who heard her that moment. She hated herself right now. She felt like there wasn't anything worth saving, or even loving. But why did Rainbow Dash...

"What is it?" Scootaloo asked herself, "WHAT IS THIS FEELING? WHY AM I SO ALONE? WHAT AM I EVEN FIGHTING FOR?"

After screaming, she broke down, feeling everything Rainbow Dash said. Right now, she wanted somepony to hold her but no one was there. She _wanted_ her best friend.

But after everything that happened, that friend might never talk to her again.


	28. Chapter 28

Chapter 28: Because We're Best Friends

Sometime after Rainbow Dash got back from wherever she went, it was decided that they should all head back to Ponyville. For one thing, they could see their families and loved ones (assuming they had ponies waiting for them) two, it was a lot more relaxing than Canterlot, and three, Ponyville was actually pretty close to Tartarus, and that was where they needed to go ultimately anyway.

After saying their goodbyes to Celestia, Luna, Shining Armor, and Cadence (everyone noticed that Apple Bloom was really friendly with Princess Luna) they got on the the train back to Ponyville. Thanks to Celestia's insistence, transit between Canterlot and Ponyville was reopened.

Nopony was complaining.

After getting on the train, Applejack called Apple Bloom into her coach. She had heard that Lezard wanted to talk to her, but she wasn't ready to face him yet, so she decided to see what her sister wanted.

"Alright," Applejack started, "Ah've heard rumors 'bout it all day, so Ah wanna see it."

"See... whut?" Apple Bloom asked, a little confused.

"Yer CUTIE MARK, duh," Applejack said with a smile. Now Apple Bloom remembered, she _had_ wanted to share this with Applejack. The time just didn't seem right. It still didn't seem right, but if she wanted to see it.

Apple Bloom pulled up the skirt of her dress to show Applejack, who lit up instantly when she saw it.

"Finally, huh?" Apple Bloom asked.

"Mah little sistur's growin up," Applejack said hugging Apple Bloom, she then pulled her hat off and gave her a noogie, much to Apple Bloom's annoyance, "See? Ah told ya it would come!"

"Yeah yeah, ya did," Apple Bloom said laughing.

"So, whut does it mean?" Applejack asked sitting in front of Apple Bloom.

"Well, Ah'm a tool master basically," Apple Bloom explained, "Ya put a tool in mah hooves, and in 'bout a minute, Ah'll know how ta use it. Ah've always loved tools, so it jus' sorta fit, ya know."

"Ah always thought it wus strange when ya asked fer a tool belt for yer sixth birthday instead of a doll," Applejack said halfway jokingly.

"Ah wanted ta tell ya right away, but things just got so gosh darn complicated, an' Ah could never find the time," Apple Bloom said.

"Well, wait till Granny Smith hears 'bout this?" Apple Bloom had a heart attack when she heard that.

"W, wait. Granny Smith can't see me like this!"

"She'll understand," Applejack reassured Apple Bloom, "Besides, Ah said Ah wasn't gonna come home witout ya, so Ah gotta let her know that Ah found ya."

Apple Bloom sighed in defeat. She lost this battle, and she knew it.

"Alright, alright, Ah'll come home, but ya gotta go in first."

"It's a deal," Applejack smiled, but then got a little serious, "Listen Apple Bloom, about ya bein the Master of Harmony..."

"Applejack, Ah don't know if-"

"Ah want ya ta stay home," Applejack said suddenly, shocking Apple Bloom.

"'Scuse me?" Apple Bloom asked.

"Whut happened ta Twilight wus mah fault, an' Ah'm gonna be the one ta fix it. Ya've seen enough now, it's time ta let the adults handle the rest."

That was the last straw for Apple Bloom, who looked at Applejack seriously, "Let the adults handle it? Um, did ya _get_ a good look at me, AJ?"

Applejack sighed, "Ya may be an adult physically, but ya ain't-"

"So _now_ ya play the age card on me, after _every _other fight ended where Ah didn't _have_ ta be there but Ah wus, now there's a fight that Ah might actually have to be present fer, an' ya want me ta _stay home_?"

"Apple Bloom, this is different than those other fights-"

"How? How is this any different than fightin the Grendal?"

"Because this time you actually _are_ gonna die if ya fight there!" Applejack said, reminding Apple Bloom of why she was so afraid in the first place, "Ah gotta fight Twilight, Rarity's gonna be in the hospital fer who know's how long, Ah don't wanna have ta dig mah little sistur's grave as well."

Apple Bloom took in a deep breath to control herself, "Twilight stole mah foalhood, she hurt mah friends, Applejack, Ah'm directly affected by all of this! An' whut if this _is_ whut Ah'm supposed ta do?"

"Apple Bloom-"

"Did ya think Ah ran away from home 'cause Ah felt like it? Somethin told me that Ah had ta take action, an' Ah listened. This wus before Ah knew the truth about Princess Celestia. A truth that _you _didn't tell me!"

"Ah didn't tell ya because ya were too young!"

"EXACTLY! Age! Ah'm too young! Ya always say that! Whut, did ya think Ah couldn't tell somethin wus wrong? Think Ah wus jus' walking around wit mah head in the clouds? Ah knew somethin wasn't right in Equestria even before Ah talked ta Zecora an' Rarity. Ya can't fool me Applejack! Ah know when somethin's wrong, and hidin it from me jus' makes me feel like a child!"

"But ya _are_ a child, in reality! An' Ah wusn't tryin ta fool ya or hide nothin! Ah wus jus' tryin ta protect ya!"

"Yer not mah mother Applejack!" Apple Bloom said, shocking Applejack actually, "It ain't yer job ta protect me from the world! All Ah want is fer ya ta help me _prepare _for the world!" Apple Bloom got up from her seat and walked out of the coach, "Ah don't know whut Ah'm gonna do Applejack, but if Ah decide ta fight Twilight, Ah'm goin, whether ya want me to or not."

With that Apple Bloom walked out. She didn't need to say anything else to Applejack about it. She didn't know what she was going to do, whether she was going to fight Twilight or not, whether she was going to stay an adult or not, but while she _was_ an adult she was going to be treated as such, meaning that her decisions were hers alone.

When she got onto the next car, she saw Silver Spoon walking over to her with a serious expression.

"There you are," Silver Spoon said impatiently, "I looked everywhere for you."

"Sorry Silver Spoon," Apple Bloom said, "Um, whut's up?"

"What's up is there's somepony in the car behind me who really needs to talk to you."

"Um, if it's Lezard, tell him that Ah'm busy," she _really_ wasn't ready to face Lezard yet.

"It's not him," Silver Spoon said, "but it's just as important. Come on."

Apple Bloom sighed and walked after Silver Spoon, into the car that she was talking about. Good news, Silver Spoon told the truth. It wasn't Lezard.

Bad news, it was somepony _else_ she didn't want to see right now.

"H, hi Apple Bloom," Sweetie Belle said awkwardly. Honestly, Apple Bloom was still pretty furious with her, so Apple Bloom was about to leave, "Wait! Please stay. I really need to talk to you."

Apple Bloom sighed and turned to Sweetie Belle, "Alright. Talk."

"Apple Bloom, I know this probably doesn't mean anything to you, but I am so sorry! You were right about everything! Getting our Cutie Marks, Twilight using me, Rarity's love for me, you said all of those things, but Scootaloo and I were too into ourselves to admit it. We had our Cutie Marks handed to us, but you actually earned yours the right way. I don't deserve any of this, and I damn sure don't deserve you as a friend, but I was really hoping that we could... be friends... again..."

Apple Bloom gave another sigh and walked over to Sweetie Belle, "That's all Ah wanted, fer us all ta be friends again. Problem wus, at the time ya were workin wit Twilight. Ah know that Scootaloo wus one thing, but you were jus' as bad as she wus," that looked like it shamed Sweetie Belle, but Apple Bloom kept going, "So strung out on tryin ta be pretty, wearin all this make-up and provocative clothing, talkin about bein the most loved pony in Equestria, both of ya'll became completely different ponies. Sweetie Belle, A don't just want us ta be friends again, but Ah want _mah_ Sweetie Belle an' _mah_ Scootaloo back.

"Apple Bloom..." Sweetie Belle said tearing up a bit. She then ran over to Apple Bloom and hugged her, "Thank you! Thank you so much for giving me a second chance!"

"Everypony deserves one," Apple Bloom said holding her friend, thinking of the pony she was hoping would also give _her_ a second chance.

One down, and one to go.

* * *

><p>When the train stopped, everypony went their separate ways. Fluttershy didn't know where everyone was going, but she knew that Spike and Pinkie Pie were talking Rarity to the hospital. Right now, she had only one thing on her mind. She was home, meaning she could see <em>him<em> again.

She had no idea where he was right now, so she decided to head home first. Maybe Angel or someone there knew where Macintosh was. As she approached her house, she heard commotion inside, and a deep voce groaning.

"_Please_ eat yer dinner," she heard Macintosh beg, "Ah made it just like Fluttershy would. Ah even followed the notes. Come on Angel..."

Fluttershy giggled a bit hearing all of that, but then opened the door and saw literally every other animal eating. Looked like the only one giving Macintosh trouble was Angel. I _would_ be Angel, Fluttershy thought.

Fluttershy calmly walked into the living room where Macintosh was trying to get Angel to eat, and calmly walked to Angel, "Angel honey," she said, Macintosh looking relieved, Angel looking caught, "Are you giving Mac here a hard time?"

Angel looked up at Fluttershy, and winched a bit. She was giving him The Stare _hard_. She had learned how to control it after her sessions with Iron Will last year, so she could do it on command. Slowly, he pulled his bowl over to him, and slowly began eating his dinner, still looking up at Fluttershy as if she could bite at any moment. Was she that scary when giving The Stare?

"Thank you _so_ much," Macintosh said, "Takin care of these guys ain't easy."

"It _is_ a full time job," Fluttershy said. For a few seconds they just stood tere enjoying each other's company, until Angel finished his dinner and hopped away. From the corner of her eye Fluttershy saw Angel shooing other animals out of the living room. Good boy, Angel, Fluttershy thought.

Cause as soon as they were alone, Fluttershy decided to _once again_ let the beast inside of her out. She missed Macintosh so much on her trip, and she planned on letting him know just how much.

Great, she thought, he missed her just as much apparently...

Thirty minutes later, they were lying on the floor together looking into each other's eyes. Fluttershy had found out that she _could _remove the armor if the need arised, so they were able to fiully enjoy their time together. After a while of just taking in the fact that he actually belonged to her, she filled him in on everything.

"So, we got two days till the supposed end of the world?" Macintosh asked.

"Yes," Fluttershy said with a nod, "Unless we stop Twilight then, we can kiss our lives good bye."

"But stoppin Twilight means Apple Bloom's gotta..." Fluttershy also told Macintosh about the whole Master of Harmony thing, and how Apple Bloom was believed to be her.

"Well, we don't certain," Fluttershy reasoned, "There might be another way, and if there is I'll find it. I don't want Apple Bloom to die for us."

"Please try," Macintosh urged, "Ah won't hold it against ya if ya can't, but if ya can save mah little sis..."

"I'll do everything it takes," Fluttershy promised.

"Good. In the meantime, we've got half of today and all of tomorrow till the end of the world," Macintosh got up andd helped Fluttershy up, "I've got some things set up upstairs I thought you'd appreciate. Help you deal with certain... cravings if you get my drift."

Fluttershy suddenly felt really hot. Yeah, she got his drift alright. She smiled as her response and let him escort her to the bedroom.

Spending the entire rest of her time _here_, with Macontosh like this? This was heaven. A perfect way to prepare for the posssible end of the world.

Doing something _she_ wanted to do for a long time.

* * *

><p>"Are ya absolutely sure ya wanna do this?" Apple Bloom asked Silver Spoon, "Ya can come wit us, ya know?"<p>

"I know," Silver Spoon said, "But there are a few things I need to say to Diamond Tiara, some of them better than others."

"Silver Spoon," Sweetie Belle said, "We were definitely wrong about you. If I do ever go back to being a filly, I'd love it if we could hang out sometime."

Silver Spoon smiled, "That would be nice," she said looking up at Apple Bloom, who just nodded smiling as well, "What are you two going to do when you get there?"

"Ah don't know," Apple Bloom admitted, "Ah just think we need ta see it."

"I see. Alright then, I'll catch you two later then," Silver Spoon turned around and was slowly walking away, as if there was something else.

"Silver Spoon," Apple Bloom called out stopping her. She then walked over to Silver Spoon and nuzzled her affectionately, "Thank you. Yer a great friend."

Silver Spoon didn't say anything, but Apple Bloom could tell she was smiling as she cried. A second later, Silver Spoon galloped away. Sweetie Belle walked up to Apple Bloom as she watched her run.

"That was weird," Sweetie Belle said, "Do you think she's okay?"

"Yeah, Ah think so," Apple Bloom said. In her mind, she was probably just sad at what was happening, and the possibility of what Apple Bloom had to do. She didn't know if Silver Spoon knew or not, but judging by that reaction, she knew.

They began walking down the road to the old tree house. When Sweetie Belle heard that it burned down during a fight with Scootaloo she was really surprised. Apple Bloom built that tree house to last, so it shouldn't have burned down too bad. Truth was, Apple Bloom took a look at it a little before she left for Fillydelphia, and she saw that it was in pretty good condition actually. Even in a fire it held up.

The walk was pleasant. While there, Apple Bloom and Sweetie Belle talked a lot about what they were doing during the last week. It was amazing the things that could happen in a week.

"You _love _him, don't you?" Sweetie Belle taunted after Apple Bloom mentioned Lezard.

"Ah barely even _know_ him," Apple Bloom retaliated, "'Sides, it's only been a week. Nopony can fall in love in a week."

"If the week was full of action, and he kept helping you, _and_ he was always there."

"Ah get it, Sweetie Belle," Apple Bloom sighed, "Ah don't know. Ah mean, Ah do feel... somethin, but there are too many things stoppin me from facin him."

"Like?"

"Try the fact that Ah'm still a kid."

"Apple Bloom, right now neither one of us is a kid," Sweetie Belle said looking forward, "Just because we grew up quickly doesn't mean that we're still children. You shouldn't ignore your emotions if they're that strong. Besides, you never know what's going to happen after tomorrow. The sooner you face these emotions the better."

Sweetie Belle was right, but that still didn't mean that she was ready to face him. She needed to figure out _what_ she felt before she told him _how_ she felt.

When they got close to the tree house, they heard hammering. Was somepony already there? They galloped over to it a bit to see who it was, and got a shock of a lifetime.

It was Scootaloo, and she was trying to _repair_ the tree house.

"Scootaloo..." Sweetie Belle said, probably realizing that Apple Bloom might still feel angry at everything that happened. Yeah, she was still upset. But more than that, she just wanted all of this to end. She walked out of the trees and over to the work bench, took a board, a hammer, and began helping Scootaloo. Scootaloo stopped suddenly and looked at Apple Bloom shocked. Right now, all Apple Bloom could manage was a small smile, which Scootaloo returned before they got back to work.

After a second, Sweetie Belle also joined in, helping to carry supplies. With the three of them, the work was really fast. At one point, they needed more supplies, but Scootaloo flew off saying she'd be right back. A few seconds later, she came back with all of the things they needed. By the time the sun was setting, the three of them stepped back and looked up at their finished work.

At the newly repaired Cutie Mark Crusader's tree house.

The three of them looked at each other, and something woke up between them. They remembered all the wonderful times they had together, and that it wasn't just about getting their Cutie Marks. They did have a lot of fun together, and half the time they just got together to play.

"Why did you guys come here?" Scootaloo asked slowly.

"Apparently the same reason you did," Apple Bloom said. For a second, they were silent, just looking at each other. It was Scootaloo who broke the silence.

"Well, you two sure took your time getting here," she said laughing a bit. Apple Bloom laughed before answering.

"Well, it was such a nice day outside, ya know?" she said looking at Sweetie Belle, who once last week made that excuse for them. Apparently Scootaloo and Sweetie Belle caught on, because they were both laughing. Soon Apple Bloom was laughing as well. After a while, Apple Bloom realized that they weren't laughing at the moment. They were laughing out of happiness. Here they were, the three of them, back together.

Apple Bloom was _truly happy_ that moment.

After a few minutes, the three of them went inside the tree house to talk. It was time to hear exactly why Scootaloo did join with Twilight.

"So, you were tryin ta stop her yerself?" Apple Bloom asked.

"Yeah, that was a major part of it. I _was_ still angry, and a small part of me did want to... you know..." Apple Bloom nodded slowly, silently telling Scootaloo to forget it, "In the beginning it was a power trip, that was it, but once I saw that Twilight actually kidnapped Rarity I knew that she was losing it. So I thought I could kill two birds with one stone."

"You mean stop Twilight _and_ make your ideal world?" Sweetie Belle asked. Scootaloo nodded.

"You guys know a bit about my life, why I spent nights here in the tree house, why I ate breakfast with both of you and used your showers on occasion."

"Your parents..." Sweetie Belle said.

"Right, they're abusive, right?" Apple Bloom asked.

"Mainly my dad. Truth is, my mom is just a drunk doormat. She doesn't do anything to stop him, and a lot of times she tells me stuff that screws up my head. You know one time she told me that I was never going to learn how to fly."

"That's jus horrible," Apple Bloom said shaking her head, "Parents 're supposed ta lift their children up, not tear 'em down."

"I think that's why I never learned how to fly," Scootaloo admitted, "I gave up. Part of me believed her."

"Well, you _can_ fly now," Sweetie Belle said.

"Yeah, only because of Twilight's dark magic," Scootaloo stated.

"Naw, that spell jus aged us. Truth is, yer flyin now because ya had what it took all along," Apple Bloom explained, making Scootaloo smile.

"So my question is, what made you think you could _beat_ Twilight by yourself?" Sweetie Belle asked.

"Well, a few days ago I broke into Twilight's library, and I found a book called Heroes of Legend. In that book, it spoke of this pony who took on the Queen of Darkness head on," Scootaloo explained.

"Ya mean the Master of Harmony?" Apple Bloom asked.

"You heard about it?" Scootaloo asked Apple Bloom, who nodded. Sweetie Belle raised her hoof.

"I have _no_ idea what you're talking about," she admitted.

"Well, the Master of Harmony is the only pony in the world capable of using all of the Elements of Harmony at once," Scootaloo explained, "The power of all of them is enough to match up against the Queen of Darkness. When the book said that this pony gains power from the Queen and then turns it on her, I sort of deluded myself into believing that it was me."

"But it's not?" Sweetie Belle asked as Apple Bloom got up and looked out a window.

"The Master of Harmony was an earth pony. When I think about it, it would make sense that she'd still be one even now," Scootaloo explained.

"It's me," Apple Bloom said suddenly, stopping both of them, "The Master of Harmony is _me_."

"Are... you sure?" Scootaloo asked.

"Positive."

"Yeah," Scootaloo said sadly, "I guess that does make sense. You fit the criteria to a tee."

For a while everyone was silent, until Sweetie Belle raised her hoof again.

"Um, why aren't we happier about this?" Sweetie Belle asked, "This is good, right? Apple Bloom can stop Twilight and save Equestria."

"Sweetie Belle," Apple Bloom began, her voice shaking a bit, "The Master of Harmony _dies_."

Dead silence filled the room.

"You mean..." Sweetie Belle began.

"Yes! Ah have ta give mah life ta save Equestria! In order for Equestria ta live, _Ah_ gotta die!" Apple Bloom began to cry a bit, "Why me? Why couldn't is be somepony else? Ah don't wanna be no martyr! Ah wanna enjoy mah life wit mah friends, start a carreer, get married, start a family, Ah wanna LIVE!"

"Apple Bloom..." Scootaloo said looking away, even Sweetie Belle looked really upset.

"But whut if Ah am the only one who can save Equestria now?" Apple Bloom asked, now trembling, "Then Ah gotta go up there, elsewise she's gonna come down _here_ an' Ah'll be forced ta fight her anyway. Whut am Ah gonna do, guys?"

Scootaloo got up and walked over to the window that Apple Bloom was looking out of, "You just follow your heart."

"Mah... heart?" Apple Bloom asked.

"It got you this far, right? Apple Bloom, for as long as we've known each other you've always followed your heart, and when you do, good things always happen. You'll do the right thing this time too," Scootaloo looked at Apple Bloom seriously, "And no matter what decision you make, I'm going to be right next to you supporting that decision."

That hit Apple Bloom hard, and she was speechless hearing that.

"I am too!" Sweetie Belle said walking up to them, "It was always just the three of us. If we continue to stick together then I'm sure we'll get through this too."

"Y, you guys..." Apple Bloom couldn't hold in her tears anymore, but she didn't let her eyes leave her _friends_.

Scootaloo held out her hoof, "Cutie Mark Crusaders for life."

"For life," Sweetie Belle said putting her hoof out as well touching Scootaloo's.

Apple Bloom was so overcome with emotion that she couldn't take it. She did it. She got her friends back. Still crying, she put her hoof on top of theirs smiling, saying as best as she could through her tears of joy...

"Fer life..."

* * *

><p>When Apple Bloom returned to her house, it was already night. She was glad that everypony was asleep, because she didn't want to say anything to anyone right now. She was still irritated at Applejack, Macintosh and Granny Smith didn't know that she was grown up now, and Lezard-<p>

"Hello Apple Bloom," Lezard's voice was heard, startling Apple Bloom greatly. A second later the lights came on and she saw Lezard sitting in a chair in the living room.

"Don't tell me," Apple Bloom said, "Yer stayin here?"

"Your grandmother offered," Lezard said, walking over to Apple Bloom, "She's really nice."

"Yeah, she is," Apple Bloom said looking away. That feeling was coming back. Why was he doing this now?

"Apple Bloom, about yesterday-"

"Nothin happened yesterday!" Apple Bloom said quickly about to rush past Lezard, but he held a foreleg out stopping her.

"That won't work against me," Lezard said, "We really need to talk about this."

"There ain't nothin ta talk about," Apple Bloom said trying to end the conversation.

"So you _didn't_ kiss me yesterday?" Lezard asked. Shoot, Apple Bloom thought, this _was_ about that.

"Lezard, Ah wus scared, an' Ah wusn't thinkin wit a clear head. Ah'm sorry, okay. Ah shouldn't have done that."

"It's okay," Lezard said looking away, "Because this is actually almost as hard for you as it is for me."

"Come... again?" Apple Bloom looked at Lezard as if he grew a second head.

"Well, it's not like you're the only pony affected by this, and knowing your real age only makes _my _feelings more complex as well."

"Wait, _yer_ feelins? Whut feelins?"

Lezard sighed and looked up, "Just like you, _I _don't see a ten year old filly when I look at you," he turned to her, making Apple Bloom's heart flutter strangely, "_I _see a beautiful, strong willed, kind hearted, young _mare_, and possibly... the mare... of my dreams..."

Wait, did she hear him correctly? Since _when_ did he feel like this? This was a dream. This _had_ to be a dream.

"Lezard, Ah..."

"I never told you or Spike this, but when you flowed from the castle down to my house, I on instinct fell in love with you on sight. However, I soon found out that you were a product of Chronomancy and were probably a child. I came with you on this journey not just because I wanted to help you, but I couldn't... keep away from you. I kept hoping that I would see you more as a foal, but unfortunately for me, the longer I spent with you, the more I began to view you _as_ an adult. That kiss confirmed my feelings for you, because as you noticed, I didn't pull away," he looked down and groaned, apparently having a hard time with his feelings, "I... _hate_ this, because I know deep down in my heart that this is wrong, but I can't ignore this any longer. Apple Bloom, I..." he looked into her eyes again, "I... love you..."

Apple Bloom's head was spinning right now. She couldn't believe what she was hearing. Now she knew this was a dream. But if it was, then she didn't have to feel guilty for feeling the same way either.

"Why Lezard," Apple Bloom asked looking away, "Why are ya doin this now?"

"Because I don't know what's going to happen after tomorrow," he admitted, "Just in case this is the last time I get to see you, I don't want to have any regrets."

"Lezard, Ah..." Apple Bloom's head was so light, and she once again couldn't think straight. All she knew was that if this was a dream, she didn't want to wake up yet.

She walked over to Lezard, and the two of them looked into each others eyes. For a second they just stayed like that, but eventually they kissed. A few light pecks at first, but eventually it wasn't enough, and Apple Bloom began kissing Lezard passionately, tears flowing from her eyes as she did it. She wasn't sure how far she was going to go, whether or not they would stick to kissing, or go... further... but right now, this second, she stopped caring about everything except what she wanted at that moment. Despite the voice in her head screaming for her to stop, she wouldn't. Not this time. She _wanted_ this. No matter what anyone said or thought of her, she was going to do what _she_ wanted to do this moment.

She would give herself this moment. Be _kind_ to _herself_ and do what she wanted, despite everything telling her that it was wrong.

* * *

><p>In Tartarus, Twilight finished setting the sun, and was letting the moon out. It was even darker today than it was yesterday, and she still felt...<p>

Hideous...

_Wonderful..._

"Day two is done..." she said slowly, breathing heavily, "Just one more day, and then I'll crush all of you..." she began laughing maniacally, "You can't stop me! You can't! YOU CAN'T!" her laughter died down a bit as the dark faded a bit, and she looked down in sadness, her laughs sounding more like sobs, "You can't..."


	29. Chapter 29

Chapter 29: Destiny

_~Last day until the end~_

Apple Bloom woke up early in the morning, feeling really relaxed. She looked at Lezard sleeping next to her in the futon. They didn't go too far last night, but she was surprised by how far they _did_ go. Something inside of her changed, grew. Did she just become... a mare?

She slowly got out of bed and went into her room. Strange, it seemed so small now. She walked over to her bed and saw a her teddy had a note in front of it. She opened the note and read it.

_Can't wait to hear of your great adventures_

"Oh, Theo..." Apple Bloom said with a smile. Deep down she had a feeling that it was Granny Smith, but right now, the child inside revealed itself, and she had a sudden urge to tell Theo everything that was bothering her.

"Ah don't know," she said once she finished, "Maybe Ah should let Applejack an' the other's handle it. They _are_ the Elements of Harmony, but whut if Ah am the Master of Harmony, an' they need me ta finish things off?" she hugged her teddy bear, "Whut should Ah do? Ah don't wanna die, but Ah don't want Equestria ta be destroyed because Ah wus a coward."

"You've never been a coward," an elderly voice said. At first Apple Bloom looked at Theo as if expecting him to speak again, but then she looked at the door and saw the actual source of the voice.

"Granny Smith..." Apple Bloom said.

"You... are so beautiful..." Granny Smith said softly with a smile, "You look just like your mother."

"Ya... recognize me?" Apple Bloom asked.

"Of course. Ah may be old, but Ah know mah own grandchild when Ah see her," Granny Smith walked into Apple Bloom's room and sat on the bed next to her, "An' Ah also know that she ain't no coward."

"But Granny, Ah don't know how much ya know, but Ah'm supposed-"

"Ta be sum legendary hero that gives her life ta save Equestria?" Granny Smith finished for Apple Bloom, who looked down, letting her silence speak for itself.

"Granny, Ah ain't no hero. All Ah wanted wus ta know the truth of whut was goin on in Equestria. Ah never thought that Ah had ta _save_ Equestria."

"No one ever prepares fer greatness," Granny Smith said, "The greatest heroes are usually the ponies that never ask ta be ones."

"But Ah'm scared, Granny Smith!" Apple Bloom said closing her eyes, "Ah don't wanna die! Doesn't that make me a coward? The fact that even _now_ all Ah can think 'bout is mahself?"

"Anypony would be afraid in yer place. Ah'd think ya were insane if ya weren't a little afraid. Ah don't want ya ta die either, but honestly, Ah'm jus' happy that Ah got a chance ta see whut a beautiful mare you would grow into."

"Granny..."

"Ah'm sure you'll do the right thing Apple Bloom. Ah won't tell ya ta do, but whatever ya decide ta do, follow through until the end."

"An' if Ah decide ta fight Twilight?" Apple Bloom asked.

"Then Ah'll take pride in knowing that mah granddaughter was a true hero. Try your absolute hardest to come home though."

With that Granny Smith slowly walked out of the room. Granny Smith believed in her, and would support her no matter what, but she still had a major decision to make. Fight or flee?

Live... or die...

* * *

><p>When she went downstairs, she saw that Lezard was already up and talking to Applejack. Apple Bloom's heart was racing. Did Applejack know what she and Lezard did last night?<p>

"Are you sure about this?" Lezard asked.

"Ah don't want Apple Bloom ta die fer our sakes," Applejack said, "This is our fault anyway. We abandoned Twilight when she needed us the most. Besides, we ain't gonna kill Twilight."

"I don't know Applejack," Lezard said gravely, "This just doesn't feel right."

"Do ya _want_ Apple Bloom ta fight Twilight?"

"No, I don't. But after everything that Apple Bloom went through, it just doesn't seem right to go on without her."

Applejack sighed, "She's seen enough. She's only ten years old, despite-"

"Year wise, yes she is only ten years old, but the spell that aged Apple Bloom also affects her mind in the same manner. She's not a child anymore."

"Ya _would_ say that," Applejack said under her throat, but both Apple Bloom and Lezard heard her. Damn it, she _did _know.

Lezard took a deep breath before speaking again, "All I'm saying is that at a time like this Apple Bloom should make her own decision. Besides, after everything she _has_ seen, she's not going to be able to just go back to being a regular filly."

Applejack groaned in frustration, but Lezard got up and walked into the hall where Apple Bloom was listening. He gave her a smile, but then walked off. Apparently he had things to take care of. Besides, Apple Bloom needed to talk to her sister. She stepped out into the living room and saw Applejack looking out a window thinking. This was going to be a difficult talk.

"Applejack," Apple Bloom called, getting her sister's attention. Applejack sighed gravely.

"Ah saw you and Lezard. Ya'll were in bed tagether last night," Applejack said seriously, not looking at Apple Bloom.

"We didn't have sex, if that's whut yer wonderin," though they did get seriously close to doing that, Apple Bloom thought.

"Well, that _is_ a relief," Applejack said relaxing a bit.

"But would it've mattered?" Apple Bloom said seriously. Applejack turned to Apple Bloom suddenly.

"Darn right it would!" Applejack exclaimed, "Yer jus-"

Apple Bloom cut her off with a groan, "Fer the love of Celestia, STOP SAYIN THAT!" Apple Bloom shouted, catching Applejack off guard, "Is that _all_ ya see? A ten year old in an adult's body?"

Applejack looked down, "Apple Bloom, this ain't easy fer me, seein ya like this."

"Ya think it's easy fer me?" Apple Bloom asked, "Ah'm the one who was forced ta grow up in a second! Ah'm the one who has a bunch of weird feelins all of a sudden! _You_ may think you see a little filly, but maybe that's whut Ah _want _ta see, but don't!"

"Apple Bloom..."

"Ah'm not even sure Ah even want ta go back ta bein a child! It might not matter anyway, Ah might not even be _alive_ after tomorrow!"

"Apple Bloom, Ah already told ya, ya ain't comin," Applejack said seriously.

"_You_ don't get ta decide that," Apple Bloom said equally seriously.

"Ya don't even _want_ ta fight Twilight. Why are ya even arguin about it?"

"Cause it ain't about fightin Twilight, it's about mah _independance_!" Apple Bloom stated, shocking Applejack, "Truth is, Ah don't know _whut_ Ah want ta do yet, but whatever Ah do it's gotta be _mah_ decision."

"Apple Bloom, Ah don't want ta lose you! How do ya think Ah would feel sendin ya out there ta die fer _mah_ mistake?"

"How do you think _Ah_ would feel knowin _mah_ sistur an' _her_ friends died, an' all of Equestria died because _Ah_ wasn't there, knowin full well there wus somethin _Ah _could do! Applejack, Ah am _terrified_ of tomorrow, an' you tellin me ya don't _want_ me there ain't helpin! All it does is make me want ta be there even more-"

"Apple Bloom-"

"cause it makes me think of whus happens if _you _die, and Ah then have _yer_ death, and Lezard's death, and Rarity's death, and Macintosh's death, and _everypony's _death on _mah_ hooves JUST LIKE TRIXIE!"

They were silent for a long time, neither one able to say anything. Eventually Apple Bloom continued.

"_Yes_, Ah've seen a lot, and _yes_, it's changed me, and _no _Ah don't like all of the feelins I have right now, but ya can't tell me whut ta do this time, not in this. Whutever Ah decide ta do, it's gotta be because _Ah_ want ta do it. No one can force me ta fight, but _no one_ can force me ta stay put either."

"Ah... understand..." Applejack said sadly, "Ah'm sorry, but Ah ain't gonna change mah mind. Ah _still _don't want ya there."

"Jus' promise me that if Ah do decide ta fight, ya won't stop me."

"Apple Bloom, Ah don't think Ah-"

Apple Bloom got in Applejack's face and looked into her eyes, "_Promise _me! Ya won't stop me!"

Applejack looked like she was thinking _hard_, but in the end, she sighed and nodded, "Ah... promise. Ah won't stop ya from fightin."

Apple Bloom stepped away from Applejack and walked outside. She needed to spend some time figuring out what she was going to do.

She decided to go for a walk through Ponyville, hoping she could figure out her plans for the future. She noticed Rainbow Dash and Pinkie Pie sitting in the park together, neither one of them wearing their armor. Looked like they were trying to relax and enjoy their time together. She wanted to speak to them, but it looked like they didn't want to be disturbed.

Yep, Pinkie Pie was leaning into Rainbow Dash. They needed some time alone. Sucked, because Apple Bloom really needed to talk to somepony.

Wait, who did she know would always be available to talk to her? Would Zecora recognize her like this? Of course she would. Granny Smith did, and Zecora wasn't nearly as old as Granny Smith. Also, they had a true bond. Zecora could help her make the right decision.

* * *

><p>There was no way she was going to sit by and do nothing while the Elements of Harmony fought for Equestria. She knew that she was prone to irrationality at times, Luna called her on it many times. But this was too important. This wasn't just Canterlot like when Chrysalis attacked. This was <em>all <em>of Equestria, and her student.

Twilight...

"Tia! What on earth are you doing?" Luna called out galloping in when she saw Celestia ready for battle, currently wearing golden knight's armor and a red cape.

"What does it look like I'm doing?" Celestia asked, grabbing a sword in a red sheath in her mouth, using magic to tie a duplicate sword at her side.

"You are _not_ fighting!" Luna commanded.

"Why shouldn't I?" Celestia asked, letting go of the sword in her mouth and tying it to her other side, "Equestria looks to Canterlot for defense along _with_ the Elements of Harmony. I've sat on the sidelines too long, sister. This time I _will_ fight."

"But you haven't sat down to rest once since you've returned from your petrification."

"Exactly, I've been _forced_ to stand still for almost three weeks. I'm ready to move and take action."

Luna sighed, "You plan on meeting the Elements of Harmony at the gates to Tartarus, don't you?" Celestia nodded, "You know, you are absolutely _insane_." Luna said shaking her head, "You were _never _cut out for the life of a princess, happier with a suit of armor than a gown."

"Even though I look like mother, I always took more after father," Celestia said laughing a bit. Luna laughed too, but she was still trying to stay serious.

"I can't stop you, can I?" Luna asked. When Celestia shook her head Luna sighed and walked over to the armory, pulling out a black suit of armor similar to Celestia's, "Then I had better go with you. At the very least I can be there _when_ you reach your limit."

"Your faith in me is _astounding_," Celestia said looking away with a sly smile, "Lulu..."

Luna froze a bit when she heard that, "_Never_ call me that in public."

Celestia laughed, not at her sister's pain (she _actually_ wasn't that much of a troll) but out of happiness. Even if Equestria was in grave danger, she could still torture her little sister. No matter how old they got, or how stoic Luna tried to be.

That was the joy of having a little sister you were _that_ close to.

* * *

><p>The walk through the Everfree Forest didn't take as long in a grown up's body. In a matter of minutes Apple Bloom was standing in front of Zecora's hut. She was about to knock, but hesitated. What if Zecora didn't recognize her? She couldn't stand it if the last time she ever got to see her dear friend she was turned away at the door. Maybe this was a bad idea. Apple Bloom was about to turn and go back to Ponyville, but...<p>

"What you seek you will not find here, the owner is not home, my dear," Apple Bloom hear from behind her. She turned around and saw Zecora walking over to her hut with two bags at her side. At first she looked a little apprehensive, but her eyes widened when she looked at her, "Do my eyes deceive me? A young filly grown is what I see..."

"Zecora... ya... recognize me?" Apple Bloom asked, her eyes tearing up.

"Though magic seems to have changed you, see my dear friend that I do," Zecora said with a smile. Apple Bloom ran over to Zecora and hugged her. She never thought she would be so happy to see Zecora, but seeing her made Apple Bloom finally feel like she was home.

"Apple Bloom, come with me. Let us talk over tea," Zecora said escorting Apple Bloom inside her hut.

"Ah'd like that a lot, Zecora," Apple Bloom said.

Inside, much like a week ago, Apple Bloom told Zecora everything, from why she was an adult, to her weird feelings toward Lezard, to her being the Master of Harmony. She felt a load lifted off of her finally opening up to the one pony she knew would listen and understand her (even if she wasn't a pony).

"Ah know that Luna said that whutever Ah decide ta do has ta be mah choice, but if Ah jus' run away because Ah'm scared, then Ah'll be lettin down all of Equestria. But Ah'm scared of fightin Twilight, an' Ah still don't wanna die," Apple Bloom sighed, "Last week ya told me that you couldn't tell me whut ta do, but Ah really need guidance on this one. Ah don't wanna let down Equestria because Ah wus a coward, but..."

"Apple Bloom, don't be silly, you are no coward my little filly. I don't know what _I _would do, if I were in the same place as you," Zecora said sweetly. Funny, when Zecora called her a filly, it didn't bother her as much.

"But Ah _am_-" Zecora held up her hoof.

"You are nothing else, except the pony you feel you are yourself. Is this story why you feel that the world is only yours to heal?"

"Well, no," Apple Bloom said, "Ah don't know... Ah _do_ want this ta end, but..."

"Today is the last day, for you to find your way. Do not seek _bravery_, rather a pony with _courage_ is what you must be."

"Courage? But ain't courage an' bravery the same thing?" Apple Bloom asked, but Zecora shook her head.

"By removing all sources of fear, the brave pony thinks their path is clear. But that pony will soon see, how unclear that path may be. Courage is what you need, my dear, because with it you can act _despite _your fear."

"Despite mah fear," Apple Bloom said to herself, "Ah'm gonna go inta town. Um, thanks fer listenin ta me. Ah actually do feel better."

Zecora nodded giving her a sad smile, and then hugged her tightly, almost as if she _knew_ what Apple Bloom would do.

"I support whatever you decide to do, but know that if you die, I _will_ miss you."

"Ah know Zecora," Apple Bloom said hugging her back, "Ah love you so much, Zecora," Apple Bloom turned her back to Zecora and started toward the door, "If Ah do... decide ta fight... don't... ferget me."

She ran after that, unable to face Zecora again. More and more she was beginning to see what she had to do, but she hated it. Right now, once again, she began to feel that she needed to fight Twilight.

To protect her family, to protect Zecora, she might have to...

* * *

><p>"I saw this day the moment we met, but I had hope that time was not yet," Zecora said sadly. She walked over to a shelf and pulled out a picture of her with a mare that looked a lot like Apple Bloom did now, but she had a longer mane. She was lying down in a bed and was holding a small newborn filly in her forelegs with a yellow coat.<p>

"She may be with you very soon... Your lovely daughter, Apple Bloom."

* * *

><p>The sun was beginning to set, and the more it set the more her heart began to race. Zecora's words made her path a little clearer, but she didn't like what she saw. It was seeming more and more that she was going to have to fight tomorrow. She hated feeling like this, that she <em>had <em>to die, but she hated turning her back on Equestria more and more.

She walked past the hospital, where she knew Rarity was staying. Spike was probably in there as well. Her thoughts went to Rarity, who had at one point sacrificed herself to help her. Was this how Rarity felt when they were trapped in Twilight's castle? Was this why she sounded so afraid? But Rarity was the Element of Generosity. Giving just came naturally to her, even if that meant giving her life.

No, that wasn't right. Before she was an Element of Harmony, she was _Rarity_. Rarity didn't sacrifice herself because she was an Element of Harmony. She sacrificed herself because she wanted Apple Bloom and Spike safe. She put them before herself.

"Damn it..." Apple Bloom said to herself trembling. She thought of what Rarity would say to her, how she would react. She _promised_ Rarity that she would be an adult. Just because she wasn't there now, her promise was still valid. Rarity _was_ going to wake up at some point. She needed to make sure that there was a world for Rarity to wake up to. But most of all, she needed to keep her promise to Rarity, and be an adult.

Apple Bloom looked to the side and saw a sight she _never _thought she would see. She saw Diamond Tiara sitting on a bench by herself, and she looked really down. Something to do with Silver Spoon no doubt. She trotted over to Diamond Tiara and sat down next to her on the bench.

"Aren't you a sight fer sore eyes?" Apple Bloom asked. Diamond Tiara looked up at Apple Bloom, but she didn't look like she recognized her.

"Yeah? Well, I'm sick of everything," Diamond Tiara said sadly, surprising Apple Bloom.

"Why? A pretty little filly like yerself can't have it so bad, can ya?"

"Let's see, my best friend _hates_ me now, there are strange rumors going around that it's the end of the world, _three_ classmates of mine vanished, and every time I ask somepony what's going on, no one tells me anything," Diamond Tiara lowered her head and said something that left Apple Bloom shocked, "Apple Bloom... where are you?"

Whoa, whoa, WHOA! Did Diamond Tiara _miss_ her? Was she _worried_? That made _no _sense.

"Wus this... Apple Bloom a friend of yer's?" Apple Bloom asked, feeling really strange right now.

"I don't know, sort of," Apple Bloom silently had a heart attack, "I wasn't the nicest to her, but I sort of liked her I guess. She wasn't fake like the other ponies I know, always saying things to me so I'd feel better or be happy, but I never knew how to tell her," Diamond Tiara gave a sad laugh, "I guess it's my own fault though..."

"Why would ya say that?"

"I'm horrible to ponies. I don't know _how_ to talk to anypony unless I'm putting them down, and now even my own best friend hates my guts. It doesn't matter anyway. I mean, if the world does end tomorrow..."

"The world... ain't gonna end..." Apple Bloom said softly, shocking Diamond Tiara.

"It's not?"

"Nope, 'cause Ah ain't gonna let it," Apple Bloom looked at Diamond Tiara seriously, "Ya said ya want ta know the truth, so Ah'm willing ta take a chance and treat ya like an adult an' tell ya the truth, _but_, ya gotta promise me ya will handle it _like_ an adult," Diamond Tiara looked down for a second, and then nodded, "Tomorrow, the Elements of Harmony 're goin after the pony who sent those soldiers ta attack Ponyville a few days back. If they lose that fight, then Equestria could be in a lot of trouble, an' it _will _be the end of the world."

"But... what does that have to do with you?" Diamond Tiara asked slowly.

"Even though the Elements of Harmony are fightin, Ah... Ah gotta be there. Mah bein there is gonna be whut helps 'em win."

"You're important?"

"Yeah..." Apple Bloom said shedding a single tear, "Ah am... But Ah promise ya, Ah _won't_ let Equestria end. Ya'll have plenty of time ta make things up wit yer friends."

Apple Bloom got up and walked away, but Diamond Tiara called after her.

"Hey, um, who _are_ you?" Diamond Tiara asked, making Apple Bloom stop. She didn't want to _lie_ to Diamond Tiara, but she couldn't tell her who she really was. In the end, she settled on the one name she deep down knew was hers, even if it wasn't _her_ name.

"Ah'm Bayonet," Apple Bloom said with a smile, "And Ah'm gonna save all of Equestria. It's going to be fine." Apple Bloom ran off, feeling... free all of a sudden. She found it. Her reason to fight. Ironically enough, Diamond Tiara was what sparked that.

Funny how life works.

She ran all the way to the tree house, hoping that her friends would be there. Sure enough, she saw Sweetie Belle and Scootaloo sitting inside talking.

"Girls, Ah'm doin it!" Apple Bloom said suddenly, shocking them.

"Apple Bloom?" Sweetie Belle asked in confusion.

"You mean you're planning to fight Twilight, right?" Scootaloo asked. Apple Bloom nodded.

"Ah have this feelin though that Applejack an' the others 're gonna find sum way ta keep me from fightin, so tomorrow mornin I need ya'll two ta come ta mah house an' we'll follow 'em ta Tartarus."

Sweetie Belle looked down in sadness, "Apple Bloom, if you fight Twilight though, won't you..."

"Yeah, she will..." Scootaloo said getting up and walking to Apple Bloom, "And she knows that. That's why she came to us first, right?" Apple Bloom nodded slowly.

"Tomorrow's mah last day, an' Ah want mah best friends next ta me when Ah go ta fight Twilight."

"Then I'll be there," Scootaloo said with a confident smile, "I'll fly over to Canterlot and grab a few things for the trip. Hey, with as fast as we'll be going I wouldn't be surprised if we beat them to Tartarus."

"Do we know where Tartarus is?" Sweetie Belle asked walking over to them.

"Ah remember Cherrilee told us that it wus south of Ponyville, an' that it wus further than Canterlot," Apple Bloom stated, "Ah think ya can see it from Cloudsdale."

"Then I better take a quick trip to Cloudsdale as well," Scootaloo said flexing her wings, "Now that I finally don't need to take a carriage to get there."

"It's going to be a dangerous trip," Sweetie Belle said, "Can we make it?"

"We better," Scootaloo said, "The future of Equestria rests on our hooves."

"Right, we _can't _fail," Apple Bloom said, "Ya'll two 're the best."

"No," Sweetie Belle said putting a hoof around Apple Bloom, "We're your friends."

"_Best_ friends," Scootaloo said putting a hoof around Apple Bloom as well. It felt wonderful being in her friends' embrace. She felt truly safe there, but deep down she also felt the weight of tomorrow on her.

_Girls... Ah'll protect ya'll two as well..._

_Ah promise..._

* * *

><p>As the sun finally went down, Applejack snuck out of her house and waited by the town square with Lezard. He sent a message to everypony to meet them there at twelve o'clock. Thankfully a minute after they got there, Rainbow Dash and Pinkie Pie walked over to them, both wearing their armor. Spike was coming from the hospital, but he had his spear and his armor ready. Lastly came Fluttershy, coming from her house.<p>

"So, are all of ya'll ready?" Applejack asked.

"To finally end this?" Rainbow Dash asked, "I was ready ages ago."

"I left a note for the Cakes, just in case we don't come back from this," Pinkie Pie said, surprisingly somber.

"We _will _make it back," Fluttershy surprisingly said with conviction, "I think we all have reasons to come back."

"Hey, where's Apple Bloom?" Spike asked, "Aren't we going to need her?"

Lezard sighed, "Applejack doesn't want Apple Bloom with us in this fight. That's why she asked us to meet out here like this."

"Applejack..." Fluttershy said.

"Ah'll apologize ta Apple Bloom later, but we _ain't _killin Twilight. Guys, whut happened ta Twilight wus _our_ fault. We left her when she needed us the most, so it's gotta be us ta snap her out of it."

"The power of our friendship, right?" Pinkie Pie asked, now her brightness returning.

"That's right," Applejack looked away, "Ah jus' wish Rarity was here wit us..."

"She is," Spike said catching everyone attention, "She'll be fighting with us too. Even if she isn't with us in body, her spirit is with us." As he spoke, Applejack could have sworn that white unicorn spirit Spike always summoned briefly appeared and nodded. All this time, was that spirit...

"We'll be using Nextus in order to get to Tartarus," Lezard said, "I know the way there, and if we use Nextus we can get there in a few seconds."

"What the hell is Nextus?" Rainbow Dash asked, looking at Pinkie Pie, who shrugged. What, no question whether or not it was food?

"Ya'll see when ya get there," Applejack said turning to Lezard, "How close can ya get us to Tartarus?"

"At least three-fourths of the way there," Lezard said, "Once there though we'll have to walk the rest of the way."

"That's fine. Everypony, get close to Lezard," Applejack commanded. Once everyone was close enough, Lezard cast his spell, and in a flash they were in what looked like a canyon, but everything was grayed out.

"The hell..." Rainbow Dash asked looking around.

"Everything is frozen..." Fluttershy said looking at the moon in mid rise, "It's like time just stopped."

"Here time doesn't exist," Lezard explained, "The realm we're in doesn't even truly exist. Think of us as moving outside of time and space right now."

"That's... creepy. Even by _my_ standards," Pinkie Pie said.

"I think I see the Gates of Tartarus," Spike said pointing south. Sure enough they saw a stone doorway in the distance.

"That's definitely Tartarus," Applejack said, "Let's go."

Everyone nodded and they began their trip to the large gate. The final fight was approaching.

* * *

><p>"This is it..." Twilight said darkly, laughing maniacally, "Now then, let's see what happens when the sun rises. How many <em>foolish<em> ponies will try and destroy me? Hm?" Twilight laughed loudly for a few seconds, but then she felt a sudden change, and stopped and fell to the floor breathing heavily, "They'll come... to destroy me... and I won't have a choice... I'll fight them... and I'll kill them..."

_Girls... I'm sorry..._


	30. Chapter 30

**So here it is. The moment we have ALL been waiting for. The final fight between light and darkness. Can the Elements Of Harmony prevail? Can Twilight truly be saved.**

**I just want to take the time to give a shout out to all of the faithful readers. You are all great.**

**To Bloodyninja88: The spells you gave me were fantastic, and although I didn't use all of them, the fact that I had a knowledge of the kind of magic Twilight was using really helped me shape her character, and it gave me great ideas for certiain plots.**

**To arceus100: For getting in touch with Equestria Daily. Hopefully you'll be able to catch this on there one day soon.**

**To Matrix7o6: Hearing that somepony is going to read my story aloud on Youtube has me SOOOOOOOO excited. You brightened up my day.**

**To Raritylover, Rarity 01, and EVERYONE WHO YELLED AT ME FOR SUPPOSEDLY KILLING RARITY BUT STUCK WITH ME ANYWAY!: You guys are great. Thank you for sticking with me until the end.**

**And to everyone that wasn't mentioned by name but is still important to me: All of you gave me the drive to keep this going. This story is really special to me, because I poured my heart and soul into it. I honestly consider this my best work ever. It's my dream that this story inspire fan art, touch hearts, heal people who find themselves in the dark (I am DEAD serious on that one), but most of all, teach a valuable lesson in friendship. It's not always easy having a best friend. Sometime you'll fight, sometimes one of you will piss the other off, and sometimes you may even think you hate that friend, but the important thing is that no matter what, you never forget that you ARE best friends.**

**Now then, onward to the next chapter.**

**(this chapter is brought to you by The Writing Writer by Coheed and Cambria)**

Chapter 30: The Mane Event

When the Elements of Harmony and Lezard arrived at Tartarus's gates, the sun was just beginning to rise. They took the chance in Nextus to get a few hours of sleep, and when they woke up, they were back in the world of time. Thankfully when they arrived the gates weren't opened yet. They received quite a surprise though, when they saw the two ponies waiting for them.

"Princesses?" Fluttershy asked for all of them. Both Princess Luna and Princess Celestia were wearing beautiful suits of armor. Celestia's was golden and red, and she had two broad swords at her side. Princess Luna was wearing silver and dark blue, and she had a small glaive with a crescent moon for the blade. They looked magnificent.

"Glad to see you decided to join us," Luna said.

"We were worried you would be late," Celestia said.

"Um, pardon my rudeness, but why are the two of you here?" Lezard asked. Celestia laughed.

"You didn't think we were going to sit by and let you do all of the fighting, did you?" she asked.

Rainbow Dash looked around at everyone as if they were thinking the same thing as her, "Um, yeah, sort of."

"As my sister explained to me," Luna said, "This is _our_ world as well. We aren't going to sit still and watch while you do all of the fighting."

"Besides, my student is in danger," Celestia stated, "I feel that I am responsible for this."

"Ya ain't no more responsible than the rest of us," Applejack said. Celestia nodded with a soft smile, but Luna looked around in confusion.

"Apple Bloom isn't with you?" she asked.

"Applejack didn't want her to die, so we left without her," Pinkie Pie said brightly, as if it were nothing.

"You left without the Master of Harmony?" Celestia asked in shock.

"Mah sistur's seen too much," Applejack said seriously, "Ah know she's gotta be steamed at me, but mah fear of her diein got the better of me. Ah'm sorry if Ah seem like Ah'm bein silly, but..."

Celestia closed her eyes as if considering what she heard. It was obvious that she didn't like it, but she seemed to understand as well.

"Well, I'm sure it'll work out," Celestia said with a sigh, "We're _not_ leaving Tartarus without Twilight."

"Now all we can do is wait for her to open the doors," Luna said looking up at the door with Celestia. Fluttershy looked over at Spike, who was standing by himself with his eyes closed. He looked like he needed a friend, so she walked over to him.

"What's going on with you?" Fluttershy asked somewhat teasingly.

"Just getting myself ready," Spike said, "This is the most serious fight I've ever been in," he opened his eyes and looked at Fluttershy, "You know, you seem a little different."

"Really?" Fluttershy asked. She truly didn't notice it.

"Yeah, you stand a little straighter these days, and you speak with more confidence. Also, your walk is different. A little bit like Rarity's, actually."

"Oh, I see," Fluttershy said, suddenly feeling flushed. _Had _she changed that much?

Spike laughed, "But it's good to see that you're still Fluttershy. So what happened? Did you attend another Iron Will seminar?"

"_No_," Fluttershy shook her head quickly, showing how much she _hated_ his seminars, "I just decided to go for what I want, and be the pony _I _always wanted to be," Fluttershy sat down on the ground, "Did you know that I was always a little envious of Rarity?"

"Really?" Spike asked sitting down next to her.

"She's outgoing, she's proud, she's _sexy_," she noticed Spike nod in a way saying he agreed with that last statement, "she's not afraid to put herself out there. She's everything I always wanted to be. Truth is, I sort of resented her a bit."

"Wait," Spike looked at her like she was an alien, "First of all, _you_ resent somepony?" Fluttershy laughed loudly at that, "Second of all, aren't you and Rarity best friends?"

"Yes we are," Fluttershy said smiling at Spike, "That never changed. I love Rarity. And also, I actually held in a lot of my emotions, which is why ponies thought I was so nice. I never voiced my feelings. My feelings toward Rarity were just me wanting to be like her, I just never thought I could."

"Why not?"

"I don't know," Fluttershy shrugged, "It seems silly now. I could have, I just didn't think I was pretty enough."

"You're right, that was silly," Spike stated, "The thing I always loved about you was how naturally beautiful you are. You don't need make-up to be beautiful, you just _are_."

"Thank you Spike," Fluttershy said kissing him on the cheek. She noticed that he smiled a bit, but he didn't blush, which sparked a question, "Why _are_ you so attracted to Rarity? You said I don't _need_ make-up, but Rarity wears it all the time."

"Do I hear a hint of jealousy?" Spike taunted. Fluttershy just glared at him, making him laugh, "It's funny, I really don't _know_ why I'm so attracted to her. The first time I saw her, I just _knew_ that she was..."

"The one?" Fluttershy finished for him. Spike thougth for a second, and then nodded.

"I guess so. Funny, before I thought that it was just a crush, but I wonder if I was actually in love with her. I also wonder if she actually loved me as well."

"I... think she did," Spike looked shocked when Fluttershy said that, "She talked about you a lot, especially after you gave her that heart shaped gemstone."

"R, really?"

"You're really special to her. I think she just didn't know how dragons matured. Who would have thought, right?"

"Yeah, I knew I could grow from greed, but to grow from _love_. I don't know how..."

"You're a special dragon," Fluttershy said leaning into Spike, "Rarity saw that, that's why she gave you the Element of Generosity."

"Rarity..." Spike said smiling, "When this is done, I'm going to tell her how I feel. Who knows, maybe she and I will become as close as you and Macintosh. I hear you spent the _whole_ last two days with him."

"Aaaaannnnnnd _that's_ where this conversation _ends_." Fluttershy said getting up. Spike laughed and got up as well, and the two of them walked over to the door to Tartarus. When the sun fully rose, there was a tremor through the canyon. A few minutes later, the large stone door slowly began to open, revealing a red and black portal.

"This is it," Applejack said.

"Twilight is on the other side," Rainbow Dash said.

"If we don't win here, then we fail her," Pinkie Pie stated.

"Not just her, but _all_ of Equestria," Fluttershy said.

"We're _going _to win," Spike said, "With or without the Master of Harmony."

"Twilight," Celestia said, "We're coming to get you, honey."

"If everyone is ready, we should proceed," Luna said.

"Agreed," Lezard said, "Applejack?"

"Right," Applejack took a deep breath, and then stepped forward, "Let's go team."

The seven ponies and dragon walked through the portal, disappearing from Equestria.

* * *

><p>"So you did come," Twilight said from her tower in the center of Tartarus, "Well then, let the end... begin."<p>

She sent a red wave from her horn, calling all of the monsters she could to meet her enemies.

* * *

><p>"Ah knew she'd try somethin," Apple Bloom said to Sweetie Belle pacing in front of her, "But ta leave witout me!"<p>

"Don't worry," Sweetie Belle said, "Once Scootaloo gets here we'll catch up."

No sooner than when she said that did they see something really fast riding up to them. It looked like a bike of some sort, and it was pulling a chariot.

"Sorry I'm late!" Scootaloo called out riding up to them, "I had to make sure I knew where we were going."

"Scootaloo, Applejack and the others already left!" Sweetie Belle said as she and Apple Bloom galloped over to her.

"WHAT?" Scootaloo called out.

"Applejack must call it protectin me," Apple Bloom said angrilly.

"Don't worry, cause with this baby," Scootaloo tapped her bike, "We'll get there in no time. Besides, they can't win the fight without you anyway, right?"

"Right," Apple Bloom said seriously.

"Is this chariot for us?" Sweetie Belle asked.

"Well, I figured it's a step up from the wagon we used to use," Scootaloo said, "So you guys getting in?"

Apple Bloom smiled and jumped in the chariot with Sweetie Belle. She remembered the years riding in the back of their wagon while Scootaloo used her scooter to drive them around Ponyville. It felt like the same thing, only instead of a scooter, they had a magical bicycle, and instead of a wagon, it was a chariot.

That feeling came back. Being with her friends, it was almost like old times.

"Girls, are ya sure ya want ta do this?" Apple Bloom asked.

"Of course," Sweetie Belle said hugging Apple Bloom, "We started together, and we're going to be together, until the very end."

"This is your last hurrah," Scootaloo said, not looking Apple Bloom's way, "And we're determined to make sure that it's epic," after wiping her eyes (crying?) she turned to Apple Bloom with a confident smile, "What's better than arriving fashionably late?"

Apple Bloom felt a pain in her chest, remembering what was happening to her today, but she nodded all the same. Scootaloo looked forward and activated her bike.

"This is it girls!" she shouted.

"The fate of Equestria rests on us getting Apple Bloom to Tartarus!" Sweetie Belle proclaimed.

"Alright then, who are we?" Apple Bloom asked, on instinct knowing the answer.

"CUTIE MARK CRUSADER HEROES OF EQUESTRIA!" all three of them shouted in unison before they charged toward Tartarus, and Apple Bloom's destiny.

* * *

><p>The inside of Tartarus was scary. The sky was apocolyptic red, and filled with black clouds. The ground was barren, much like the canyon they were in before. Not too far from them, but still a good distance from them, was a large tower.<p>

"Think that's where Twilight is?" Rainbow Dash asked.

"Positive," Applejack stated seriously. As they began making their way to the tower, they heard Fluttershy gasp, "What's up?"

"Something's coming!" she cried out, pointing to the sky. They then saw an army of small demonic bats flying toward them.

"That's not all!" Spike said pointing to the side, "Looks like someone's here for payback!"

They looked and saw a Grendal walking over to them, whether it was the same one as before or not they didn't know.

"You all need to get to the tower!" Celestia said, using her magic to draw both swords, which were now floating at her side.

"We will keep them off of you!" Luna said magically drawing her glaive, which magically grew to the size of a staff.

"I'll join you," Lezard said as a spell circle appeared at his feet.

"Are ya'll sure?" Applejack asked.

"Like I said, I will NOT let you all do the fighting!" Celestia said, "While here in Tartarus, think of Luna and I as allies, not at royalty!"

"Do not worry about us! Save Twilight Sparkle!" Luna urged. Applejack looked at Lezard, who just nodded.

"Everyone, let's go!" Applejack commanded, leading the rest of the Elements of Harmony towards the tower. It was a long gallop, and monsters were still chasing them. Some of the monsters looked like monstrous lions and other creatures in Equestria, and some even looked like _ponies_ turned into monsters.

A large minotaur monster walked in front of them, blocking their path. It even looked like it was ready to charge.

"Don't even think about it!" Spike shouted flying ahead to the minotaur. He slashed the minotaur with his spear, and then thrust it forward, summoning his spirit partner, who tackled it to the ground and began stomping on it.

"Good job Spike!" Applejack called out as they galloped onward. Spike looked up at the spirit with a smile for a second, and then flew after the others. The spirit whinnied loudly before vanishing.

This time they were forced to stop as lasers fired at their feet. The five of them looked up and saw the bat like monster firing red beams out of theirs tails at them.

"I got this!" Rainbow Dash said before flying up to the monsters, egulfed in electricity. She then actually dispersed into multiple bolts of lightning and began knocking the monsters out of the sky. While that went on, Pinkie Pie ran forward and then fazed out of sight. Next time they saw her, she continuously appeared over the bats and kicked them to the ground, working with Rainbow Dash.

The fight ended quickly, Rainbow Dash landing at the same time as Pinkie Pie fazing back on the ground next to her. They continued their run to the tower. When they reached the foot of the tower, black beams hit the walls next to them. This time, the shadow ponies were galloping to them.

Fluttershy flew in their way, got up on her hind legs and thrust her forelegs forward, sending a gust of wind forward pushing them back. At the same time she used the wind to close the doors to the tower. That would slow them down for a little while.

* * *

><p>As Scootaloo, Sweetie Belle, and Apple Bloom approached Tartarus' Gates, they saw Twilight's army of undead ponies rising out of the ground a few kilometers from the gates.<p>

"Those are Twilight's soldiers!" Sweetie Belle shouted.

"Yeah? No _shit_!" Scootaloo called back sarcastically.

"Ah thought she wasn't gonna attack Equestria!" Apple Bloom shouted.

"You guys need to learn how villains talk!" Scootaloo said activating her flame thrower, "She said _she_ would wait for the Elements of Harmony! She didn't say anything about her men not attacking in the meantime! Apple Bloom, take my flame thrower! We'll take these guys out before they get to Ponyville!"

"Can you work that?" Sweetie Belle asked as Apple Bloom pulled the flame thrower off Scootaloo's armor (it surprisingly detached easily).

"Ah'm a tool master, do the math," Apple Bloom said examining the weapon, "Sweetie Belle, you sing defensive songs! Scootaloo, keep drivin! Leave the attackin ta me!"

"Right!" Sweetie Belle said.

"Got it Bloom!" Scootaloo said.

They began driving all around the canyon, Apple Bloom firing the flame thrower at the soldiers hurting them. Any attacks heading to them were blocked by a shield made by Sweetie Belle, who was singing a powerful song all while Scootaloo drove them in circles around the soldiers.

In the distance, they saw something white flying over to them. That turned out to be Canterlot soldiers flying to help them, lead by Shining Armor and Cadence.

"Scootaloo!" Apple Bloom called out.

"I see them, and it's about damn time!" Scootaloo replied back.

"Sweetie Belle, don't stop singin! Yer doin great!" Apple Bloom said to her friend. Sweetie Belle nodded to Apple Bloom, not missing a single note.

The Canterlot Soldiers now in the fight, it seemed a lot more even. Even Cadence was fighting, using magic to blast bolts of pink energy at the soldiers while Shining Armor stayed close to her slashing with his sword and making shields to defend her. Most of the Canterlot soldiers were using swords like Apple Bloom normally would (**Apple Bloom**: _that's_ a good technique actually), but the unicorns were using magic to attack (**Sweetie Belle**: why can't I do that spell?) while the pegasi used acrobatics much like Rainbow Dash would and were mostly hoof to hoof (**Scootaloo**: I can do _that_ blindfolded).

"Girls, get into Tartarus and help the others!" Shining Armor commanded.

"Whut about ya'll?" Apple Bloom asked.

"We'll be fine!" Cadence assured them, "We won't let them get to the town!"

"Apple Bloom, we need to go!" Scootaloo said, "Let's leave this to them!"

"Alright," Apple Bloom said, hating the fact that she had to leave them, "Sweetie Belle, sorry, but can ya keep singin till we get through the gate?"

Apple Bloom could have sworn Sweetie Belle smiled gleefully as she nodded. She must enjoy singing now, Apple Bloom thought.

They continued their approach to the gate, Apple Bloom looking back at Shining Armor and Cadence, shedding tears as she remembered she would never see them again.

_Take care of each other..._

* * *

><p>Inside the tower was a spiral staircase that went straight up. Twilight <em>had<em> to be at the top. Nothing stood in their way as they climbed the stairs, but when they finally reached the top they met three of Twilight's undead soldiers in front of a large black door.

Applejack stepped forward, her hoof engulfed in a bright flame as she activated her Element's power. She jumped up and then dashed past the soldiers engulfed completely in fire, and landed behind them. The soldiers fell instantly.

As they approached the door, Pinkie Pie pressed her ear to the door, shocked by what she heard.

"Guys," she whispered, "I hear crying."

Everyone listened closely, and they heard it. It sounded like Twilight.

"She's so alone in there," Spike said sadly, "It has to be hard."

"Abandoned by her friends, her teacher, her own _brother_," Rainbow Dash said softly.

"And then the one pony she _knew_ she could count on was killed trying to protect her," Fluttershy said looking down.

"Well, _we're_ here now," Applejack stated, "An' we ain't leavin Tartarus unless we leave tagether."

Everyone nodded, and Applejack slowly pushed the door open.

Inside, Twilight was heartbreaking to watch. She looked inconsolable, her head hanging low as she sobbed quiet yet intense sobs. Her sadness had to have been so great right now.

"Twilight, we're here," Applejack said softly.

"You're all here?" Twilight asked, almost sounding like herself as her voice was singular.

"Yep yep," Pinkie Pie said hopping forward, "We're here to save our friend."

"I'm... so glad you came..." Twilight said through her sobs, but when she looked up a black aura surrounded her and she gave them a sinister smile. "That way I can kill you..." the double voice was back, the second voice sounding deep and demonic.

"I don't know what you did to our Twilight, but you let her go RIGHT NOW!" Rainbow Dash commanded.

"But Rainbow, I _am_ your Twilight," Twilight said walking over to them, "This so called _monster_ you see is what I've been reduced to," she laughed evilly, "This is all that's left of me now."

"I don't believe that," Fluttershy said, "Not with the way you grieved over Trixie."

"_That_, was just last of my light dieing, making way for the darkness that I _longed_ for," she moaned as if the feeling were orgasmic, "If only you could _feel_ how wonderful I feel right now."

"Does it really feel that wonderful?" Spike asked seriously, "Honestly, it doesn't look that fun to me. To me, you look miserable."

Twilight laughed, "You wouldn't understand, Amethyst Dragon," Twilight said, confusing Spike a bit, "Do you know _why _you alone were able to mature from nobility and love while all other dragons grow from greed?" Spike slowly shook his head, "You're a special breed of dragon that's able to mature one of two ways. One being through normal dragon means, and the second being through the love of a pony."

"Rarity..." Spike said looking at his armor.

"Princess Celestia must have thought my love would make you grow, but instead it was Rarity's love. _Apparently_ I wasn't good enough," Twilight finished.

"But I _do_ love you Twilight," Spike said, "Like I said, you're like a sister to me. It's just, Rarity is..."

"I don't _care_ anymore," Twilight said, "It's too late anyway. Once I get done with you, I'll go out to Equestria and destroy the rest of the ponies who shunned me and called me a monster."

"None of them think yer a monster, Twilight," Applejack said, "Half of 'em don't even know what's goin on."

"NO! _They_ turned away from me... Even though I protected them from the monsters of Tartarus... _My_ own brothers and sisters... I was cast away... they hate me... everyone hates me... everyone HATES ME!"

"We don't!" Fluttershy cried out, "That's why we came here!"

"So I can throw you a big welcome home party and we can all be friends again!" Pinkie Pie said.

"Like I said... it's _too_ LATE!" Twilight shouted angrily glaring at them, "I don't _need_ anypony anymore! All I need is the darkness! It alone will never shun me! It will never lock me up in a dark room! It will never draw a sword at me! It will never die and leave me ALONE! I can _count_ on the darkness! All friendship ever did for me was open the door to all of this pain and misery!"

"There! Ya said it!" Applejack shouted, "Yer in _pain_! Let us help ya Twilight! We've always been there fer ya before!"

"Yeah, we survived an army of demons for you!" Rainbow Dash stated, "We are NOT leaving without you!"

"Why... won't... you... LISTEN? I said it's TOO LATE!" as she screamed she was egulfed in darkness, "You said you're not leaving without me? Well you aren't _leaving_ at all! I originally planned on killing you quickly, but now I think I'll make your deaths _slow_, and _painful_!"

"This is it ya'll!" Applejack said engulfed in fire, "Do whutever it takes! No matter whut we gotta reach Twilight!" Beside Applejack, Rainbow Dash was sparking, Pinkie Pie was fazing in and out like a mirage, Fluttershy was surrounded by a small gust of wind, and Spike had cold air surrounding him while his unicorn spirit stood over him stomping the ground, "Elements of Harmony, CHARGE!"

"Die... die... DIE!"

**Don't worry, the next chapter will come really soon. I just need to make sure the upcoming fights are perfect.**


	31. Chapter 31

Chapter 31: We WON'T Give Up on You!

When the Cutie Mark Crusaders arrived in Tartarus, they were surpsided by what they saw. It was devastatingly beautiful. They stopped for a second to take in their surroundings.

"My god..." Scootaloo said as she stopped the bike to take in her surroundings.

"I've heard stories, but I never thought I would actually see it..." Sweetie Belle said getting out of the chariot with Apple Bloom. Now that they were finally here, it finally hit Apple Bloom. This was the end. The final fight was right around the corner.

As they looked around, they noticed three different fights happening around them. First was Celestia slashing a Grendal with her swords. Second was Luna using her glaive to slash at an army of demon ponies. Finally was Lezard using time magic and Arcane Spells to shoot bats out of the sky. All three of them were losing their respective fights.

"We gotta help 'em," Apple Bloom said with a sense of urgency, "Cutie Mark Crusaders, split up!"

The three of them split up in different directions to help a different pony.

* * *

><p>Twilight instantly fired a black beam to the ceiling, which broke up into multiple beams that rained down onto the Elements of Harmony, who all ran into different directions. Rainbow Dash darted to Twilight and began fighting her close quarter with her hooves engulfed in electricity.<p>

"Twilight, remember last year? You introduced me to Daring Do!" Rainbow Dash said, obviously drawing straws but had to try _something_ "Thanks to you I've read _tons_ of books, and I understand ponies a lot more now!"

Twilight gave an enraged growl and then pushed Rainbow Dash away. Black claws appeared and slashed at Rainbow Dash, who flew out of the way of the assaults. At the same time, Fluttershy used her wind to pick up a few vases in the room and throw them at Twilight to catch her attention.

"Last year I was ready to give up when we needed to send water up to Cloudsdale!" Fluttershy called out, but screamed as Twilight turned her assaults on her, "You were the one who pushed me to fly and help, even though I was ready to give up! You always push me to do my best even if I don't believe in myself!"

"SHUT UP!" Twilight screamed, a dark wave pushing Fluttershy into a wall, "I see what you're trying to do, but it won't work!" Twilight shouted to them, "If nothing else, all I see is you all using me! None of you care about me unless I'm helping you!"

She then slammed her front hooves on the ground and sent spears out of the ground at the Elements of Harmony. Spike picked up Fluttershy and he and Rainbow Dash flew around the room, while Pinkie Pie and Applejack ran around the room.

Spike pointed his spear at Twilight summoning his spirit partner, who ran around the room freezing the spears and making them shatter. Spike set Fluttershy down and then charged at Twilight with his spear. His spear verses her horn, Spike and Twilight fought for a good few minutes before Twilight pushed Spike aside and stomped her feet, making two giant horse feet slam down onto Spike. He rolled to the side right before they hit, but Twilight saw Pinkie Pie and began charging at her, leading with her horn.

Pinkie Pie ported around the room to dodge, and while that was going on Applejack ran over to her and did a spin kick hitting Twilight with a fiery back hoof. She fell back, but when she got up, Applejack was standing right in front of her.

"Please Twilight, try ta remember who ya are!" Applejack urged, "Remember bringin all of us tagether!"

"No... No! NO!" Twilight screamed shooting Applejack away from her, "I'm done with all of that! I hate ALL of you!"

"No you DON'T!" Pinkie Pie screamed, actually in tears, "The voices in your head just have you confused! I know how it feels, Twilight! They tell me horrible things about you guys, and how I'm better off alone, and sometimes even _I_ get confused, but you can't listen to them! You know the truth Twilight, you just need to shut them out!"

Twilight screamed loudly and charged at Pinkie Pie, who broke up into two Pinkie Pies and ran in opposite directions.

Spike spun his spear around and slashed upward, summoning his spirit partner. The white unicorn galloped over to Twilight and they began to fight, Spike actually leading the spirit with his spear as if he and the spirit were one.

"We're sorry we gave up on you Twilight!" Spike said as he stabbed with his spear, "We shouldn't have done that, but we're here now! We understand how alone you feel!"

"NO!" Twilight screamed, stabbing the spirit with her horn. The spirit fell and dispersed, but Spike screamed in pain and fell to one knee, "I fell for it once before, but I won't fall for it again!" she backed away shaking, but there were tears in her eyes, "Y, you're all just trying to trick me into going with you so you'll b, be able t, to lock me up again! I w, won't let you!"

"She's crackin," Applejack said to Fluttershy, "We just gotta keep goin a little while longer."

Fluttershy nodded and she and Applejack charged at Twilight. Applejack punched and kicked with her hooves engulfed in fire, and Fluttershy used the wind behind Applejack to amplify the power of her flames. Twilight elegantly ducked and weaved out of the way of the attacks, moving with the fire, and then buck kicked Applejack into Fluttershy.

Pinkie Pie jumped on top of Twilight with two clones of herself trying to hold her down, and Rainbow Dash ran in front of Twilight and stomped her foot preparing to charge.

"You're the whole reason we're friends!" Rainbow Dash shouted, "We came together to stop Night Mare Moon, that was when we found out that we were the Elements of Harmony!"

"Oh, you're _so _special!" Twilight screamed sarcastically throwing the Pinkie Pies off of her back, "Just look at Spike, now wielding the Element of Generosity! Those powers could have gone to anypony with the traits necessary to use them! Trixie herself could have easily become the Element of Magic, and she told me about two ponies she knew in her foalhood that could have just as easily become the Elements of Honesty and Generosity! The ponies who wield the Elements of Harmony aren't special, you were all just at the right place at the right time!"

"I don't believe that!" Fluttershy exclaimed, "We were united by Rainbow Dash's Sonic Rainboom, and we were at the time just a group of random ponies! The fact that we became the Elements of Harmony was no accident!"

"Remember the Element of Magic, an' whut it means!" Applejack shouted, "Come on Twilight, the answer's right there in yer heart!"

"My heart... all that's there is DARKNESS!" Twilight screamed firing a black beam at Rainbow Dash, who jumped to the side and then turned into a bolt of lightning and tackled her, stopping the attack. Twilight instantly kicked her off of her, and then ran over to the window and flew out. Spike ran to the window and looked up.

"I think she's flying to the roof!" Spike shouted.

"Can we get up there?" Applejack asked.

"I found a staircase over there," Fluttershy said pointing to a hallway in the throne room.

"Then you, me, and Spike will fly after her," Rainbow Dash said, "Pinkie Pie, Applejack, you two take that staircase and meet up with us."

"Got it," Applejack nodded.

"Be careful Dashie," Pinkie Pie said. Rainbow Dash smiled and ran over to the window with Fluttershy and Spike, and the three of them flew to the top of the tower. As they flew after Twilight, she fired black fireballs down at them. After flying to the side, Fluttershy took hold of the wind and guided three fireballs back at Twilight. She flew out of the way of that attack, and then fired another beam out of her horn at Fluttershy. Spike flew in front of her and spun his spear in front of him to defend her.

Twilight flew all the way to the top of the tower, Rainbow Dash hard on her tail. When they reached the top they began dashing past each other slashing with their wings. Spike and Fluttershy landed on the roof of the tower and watched them.

"Can't we help her?" Fluttershy asked.

"I can! Rarity just told me how!" Spike said, confusing Fluttershy.

"Wait, Rarity? How?"

"I told you, she's with us!" Spike began swinging his spear, "And she's fighting just as hard as the rest of us!" Spike thrust his spear forward, and the white unicorn he always summoned stood over him, this time pointing it's horn at Twilight, firing icicles at her. Watching the unicorn, Fluttershy began to understand what Spike meant. It made sense. Rarity wouldn't wake up, Spike had so much conviction, sometimes he even sounded like he was _speaking_ to Rarity.

Rarity was with Spike the _entire _time.

Twilight was knocked out of the sky, but at the last second she caught herself in the air and flew over to Spike and Fluttershy. Spike tried to get in her way, but Twilight pushed him aside and pointed her horn right at Fluttershy's forehead.

"No!" Rainbow Dash screamed flying over to her as fast as she could, but it was too late. Her horn was glowing a dark blue, and all of a sudden Fluttershy had a look of sheer horror. Whatever she did to Applejack at Canterlot Castle that one time, Twilight just did to Fluttershy.

* * *

><p>Fluttershy's scream filled the entire tower, and it made Pinkie Pie and Applejack stop.<p>

"That was Fluttershy!" Applejack exclaimed.

"Either we're close to the top, or Fluttershy was screaming _loud_!" Pinkie Pie said in her usually oblivious voice, "I always knew she would be good for the opera."

"Pinkie Pie, stay wit me," Applejack urged, bringing Pinkie Pie back to reality. They continued to run up the stairs, but about halfway up they ran into a group of Twilight's soldiers, "Of course she doesn't make it easy..."

Pinkie Pie and Applejack proceeded to fight the soldiers, mostly knocking them down the stairs so they could proceed forward up the stairs.

* * *

><p>Outside, Celestia and Scootaloo were able to push the Grendal back. By combining Celestia's sword slashes with Scootaloo's flame thrower, they managed to push the Grendal off a cliff.<p>

"I guess that's one way to handle a big guy," Scootaloo said looking down the cliff.

"We need to help the others," Celestia said, "Come on."

They ran over to Luna and Sweetie Belle, who were surrounded by demon soldiers. Luna was doing most of the attacking, while Sweetie Belle was singing defensive and healing songs, occasionally throwing in a note for attacking. Celestia dashed past an entire group of soldiers killing them, and Scootaloo fired her flame thrower at the rest.

"Sister, about time," Luna said.

"Sorry I took so-" Celestia fell to one knee and grunted in pain. Luna and Sweetie Belle ran over to her.

"Princess!" Sweetie Belle cried out.

"I told you not to push yourself," Luna scolded.

"When have I _ever_ done what you told me?" Celestia asked. Luna shook her head.

"Sweetie Belle, we need to help Apple Bloom," Scootaloo said, "Let's go."

Sweetie Belle nodded and they ran over to where Apple Bloom and Lezard were. Celestia forced herself up and readied her swords.

"No, Tia, you are NOT fighting again," Luna said.

"A knight never gives up as long as they can stand, and it looks like I'm standing," Celestia stated, "I'm fighting Lulu."

Luna sighed, "I thought I said... NOT to call me that in public!" she shouted running with Celestia to help Apple Bloom and Lezard.

Any of the bats that were stupid enough to fly down were slashed down by Apple Bloom's sword (she was moving much faster thanks to Lezard's time spell) and Lezard fired Arcane Bolts at them, also knocking them down. The two of them stayed close to each other.

"Apple Bloom!" Sweetie Belle called out. Apple Bloom smiled watching her friends run to her aid.

"So, you reached them," Lezard said, referring to Scootaloo and Sweetie Belle.

"Yep, the Cutie Mark Crusaders are back!" Apple Bloom proclaimed proudly.

"And _better_ than ever!" Scootaloo said stomping her foot, making her helmet come together on her head, "If we work off our strengths we can take them out!"

"We should begin making our way to the tower," Luna said as she and Celestia galloped over to them.

"Yes, I'm worried about the Elements of Harmony," Celestia said.

"Lezard, can you slow them down with your magic?" Sweetie Belle asked.

"Demons from Tartarus exist outside of time," Lezard explained, "All I can do is speed us up."

"I can clear a path for us," Scootaloo said looking at Celestia, "Wanna help with that?"

Celestia nodded and they stood next to each other facing the tower. They then fired beams of fire out at the tower, making a path.

"Go! Go! Go!" Apple Bloom shouted leading her team down the opening. Celestia and Luna flew at opposite sides of them keeping the bats away from them with their magic, but there were still demons on the ground to worry about.

This was going to be a long fight.

* * *

><p>Fluttershy was backed up against the wall, whimpering in fear. Rainbow Dash ran over to her while Spike fought Twilight.<p>

"Fluttershy, what's wrong?" Rainbow Dash asked frantically.

"It's... dark..." Fluttershy sobbed, "Demons... they're everywhere... they'll get me..."

"There aren't any demons up here," Rainbow Dash said.

"You didn't forget about me, did you?" Twilight asked. Rainbow Dash saw Twilight throw Spike onto the floor and then send a black claw at them. Rainbow Dash pushed Fluttershy away and moved to the side. Thankfully no one was hurt, but now she was separated from Fluttershy, who looked poised to fly away any second.

"Spike, get Fluttershy!" Rainbow Dash shouted before she charged at Twilight. Spike ran over to Fluttershy and jumped on top of her before she flew off.

"Come on Fluttershy, you're stronger than this!" Spike said trying to get a tight grip on the terrified pegasus, "Look past the illusion! There's nothing here but Twilight!

_Wake up..._

"R, R, Rar...ity..." Fluttershy said softly, starting to calm down. Spike was confused, but he accepted what happened.

"It's okay, Fluttershy," Spike continued softly, "You're not going to get hurt. Rainbow Dash and I are here."

Fluttershy's breathing eased a bit, and she stopped trying to get free of Spike's hold.

"I'm okay..." Fluttershy said, still shaking a bit.

"Are you sure?" Spike asked.

"Yes. We need..." she stopped and took a deep breath, "We need to help Rainbow Dash."

Spike nodded and they ran over to assist Rainbow Dash, who was starting to look outmatched against the powerful Alicorn. Spike slashed with his spear, and then thrust forward summoning his spirit partner, who tackled Twilight with her horn. Twilight got up and flew up, and then sent black fireball down on them from her wings. Spike spun his spear in front of him, and his spirit partner appeared over him creating a shield made of ice. Rainbow Dash and Fluttershy ran over to stand next to him.

"Can you fire lightning at her?" Fluttershy asked Rainbow Dash.

"Unfortunately no," Rainbow Dash said, "I can only channel it through my body. I'd need a unicorn horn to fire anything out."

"Damn it! If this keeps up I'll..." Spike groaned. He was losing energy fast, and even his spirit partner looked tired. Twilight laughed evilly.

"You've lost!" she proclaimed, "Let this be a lesson to ALL ponies who dare try to oppose me! This is the true "magic" of friendship!"

"SOLAR RAY!" a powerful voice shouted, followed by a large golden beam that hit Twilight point blank and knocked her onto the tower. Everyone looked up and saw Princess Celestia descend onto the tower. Twilight looked up at her and actually looked enraged but fearful.

"You... YOU!" she screamed.

"It appears that this darkness is much to powerful for even the Elements of Harmony," Celestia said walking over to Twilight, "I had hoped we would never have to do this, my student."

Twilight backed away from Celestia, "Why are you here?" she asked fearfully.

"You called for me," Celestia said, "When your friend died, your scream reached out to me."

"So _now_ you care about me?" Twilight asked, "You didn't seem to care all that much when you were hiding the truth of my true self!"

"I only hid the truth because I wanted to protect you. I see now that I was wrong."

"So, you realize that you needed to _kill_ me?"

"No," Celestia looked down, "I realize that I should have told you the truth from the beginning. I felt that I could lead you away from your darkness, but that darkness was always a part of you. By leading you away, I only made it stronger. What happened here is my doing, and I am terribly sorry. You loved and trusted me, and I was lying to you from the start."

"Well, glad you're owning up," Twilight said harshly, "Too bad it's too late!"

"No Twilight Sparkle, I don't believe it is. I will never give up on you Twilight, even if you give up on yourself."

Twilight laughed insanely, "You can't beat me, you know," she said through her laughter, "I petrified you _easily_, without even trying. And I see it in your eyes, Celestia. You _can't_ kill me. You don't have it in you. You're _weak_."

Celestia closed her eyes and took a deep breath, "My beloved student, the darkness has such a strong hold on you," she shed one tear, "You are right. No matter what you do, I will never kill you. I love you too much. That is why I _will_ fight you!" she opened her eyes and readied her swords.

"You shouldn't have come here Princess!" Twilight shouted summoning two black swords herself, "I'll kill you, then I'll go back to finish off the Elements of Harmony!"

"We shall see," Celestia said seriously. For a long time they just glared at each other. Pinkie Pie and Applejack ran up to the roof as well, and they were silenced by the sight they never thought they would see.

Twilight Sparkle verses Princess Celestia...

In an instant, the two alicorns charged at each other and clashed swords wildly. At the same time, they punched and kicked and clashed horns. If Celestia wasn't trying to kill Twilight with this fight, everyone shuddered to think what it would be like if she _did_ want to kill Twilight.

Twilight knocked Celestia to the floor, but she immediately stood up and flew to the sky. Twilight ran after her, but stopped readying herself as Celestia charged down at her. Twilight used her horn to hold Celestia back, and then threw her to the side again. This time, Celestia caught herself, landing on her feet. She then began stomping her feet ready to charge again. Twilight made a similar gesture, but when they charged each other, Twilight stopped short and fired a black beam out of her horn. Celestia was caught off guard, but she held up her swords to block the attack.

Twilight smiled confidently, but stopped when she saw Celestia's horn glowing. Celestia fired a pure white beam at Twilight, knocking her into a wall. Before she could get up, Celestia fired another white beam at Twilight, this one engulfing her. Twilight screamed loudly, but everyone noticed that she was crying as she screamed.

"Whut is she doin to her?" Applejack asked.

"I don't know," Fluttershy said slowly. She was still shocked from watching the the fight.

"My sister is forcing her light into Twilight Sparkle," Luna said landing next to the Elements of Harmony, "That is why she was the first target. My sister's light is the strongest light in all of Equestria."

"Because she can control the sun?" Rainbow Dash asked, but Luna surprisingly shook her head.

"Celestia is the opposite of Queen Midnight. Where she was born in Tartarus, Celestia was born in Elysium. I was actually born here in Equestria, a year after her descent."

"So Princess Celestia..." Spike asked slowly.

"Is a holy mare, also known as an angel," Luna explained, "The evil in Twilight knew this, that's why she was taken out so quickly."

"Mah god..." Applejack said as she and everyone looked at Celestia fire at Twilight. She wouldn't stop, no matter how much Twilight screamed and cried.

"Stop!" Twilight cried after a while, "It's too bright! It hurts!"

"No Twilight, the darkness is the only thing that's in pain," Celestia said, "Separate your mind from it."

"Pr, Princess..." Twilight sobbed, her voice sounding singular.

"Let the light guide you Twilight," Celestia said, "Walk towards the light."

Twilight began to slowly get up and walk toward Celestia, but a dark aura suddenly appeared around Twilight, "NO!" she shouted, her voice now sounding deep and demonic. She pushed past Celestia and stood in the middle of the area, "_You can't destroy me, Celestia! I am the ultimate darkness!_"

"Elements of Harmony, now!" Celestia shouted, "Use your power! Exorcise this demon!"

The Elements of Harmony stood in a large circle around Twilight.

"Element of Kindness!" Fluttershy shouted, the butterfly on her armor glowing brightly.

"Element of Loyalty!" Rainbow Dash shouted, the lightning bolt on her armor glowing.

"Element of Laughter!" Pinkie Pie shouted, the balloon on her armor glowing.

"Element of Generosity!" Spike shouted, the diamond on his armor glowing as his spirit partner whinnied loudly behind him.

"Element of Honesty!" Applejack shouted, the golden apple on her armor glowing.

All five of them fired beams of light at Twilight, who was engulfed in a rainbow. She screamed loudly inside the rainbow, the demonic voice slowly vanishing.

"Twilight, please!" Spike urged, "Come back to us!"

"We love you so much Twilight!" Fluttershy shouted, "We want you back!"

"Please Twilight!" Pinkie Pie cried, "Please!"

"We'll never give up on you either!" Rainbow Dash shouted, "We're right here, just like the Princess!"

"Twilight! Come home!" Applejack cried out.

* * *

><p>Inside the rainbow, Twilight felt a light unlike anything she had ever felt. She heard her friends outside, and felt their feelings. Their... love...<p>

_They're lying! They don't care about us!_

Applejack never lied though. She hated lying. No matter what she said, Twilight knew she could trust what she said.

_They're all so selfish! They only care about themselves!_

But Rarity was so giving. She gave up her_ own tail_ for someone once, and she didn't even want anything in return.

_NO! All they think about are their own needs!_

That's not right. Pinkie Pie is _always_ thinking about making other ponies happy. She wasn't happy herself unless she was making somepony smile.

_They'll abandon us! They always abandon us!_

Not Rainbow Dash. She would cut off her wings before she would turn her back or betray anypony. She may have been arrogant, but she would never abandon anyone.

_Those two faced ponies hate us! One minute they're our friends, next minute they're trying to kill us!_

Fluttershy wasn't two faced. She may have a lot of secrets, but what you see is what you get with her. She's the most genuine pony Twilight ever saw.

_Don't be fooled! They're nothing to us! Family, friends, all of it is just a means to weaken us!_

But Spike, he said it himself that they were like brother and sister. Twilight _always_ thought that, and she loved Spike.

Princess Celestia was like an aunt to Twilight, always thinking about her well being.

Shining Armor thought about her all the time, sending letter to her even though he was married.

And Trixie... she defended her, and loved her, truly _loved_ her even though two years ago she made a fool of Trixie.

They were the most important ponies in her life.

Not just them...

Spike...

Rarity...

Pinkie Pie...

Rainbow Dash...

Fluttershy...

Applejack...

They weren't just her friends...

They were her _family_...

She felt something in her heart. It was brighter than just a spark, it was more like a bolt. She felt empowered. It was like when she realized that she had friends, but stronger.

"Everyone..." Twilight said, silently crying, "Help me..."

_Stop it! STOP IT! DON'T DO THIS!_

"I don't... want to listen to you... anymore..."

_No!_

"I want... to be... with... my... FAMILY!"

_You're making a big mistake! Stop this! Don't turn away from me! DON'T!_

The darkness faded, and Twilight saw a bright light. She also felt empowered, like the true magic in her heart became stronger.

* * *

><p>When the rainbow faded away, they were all surprised by what they saw. Twilight was lying on the ground, still an alicorn, but she was wearing a platinum colored gown with a long silk train with golden stars lining the bottom, and on her back legs she was wearing white high heels, and on her head was a platinum crown much like Princess Celestia's crown. She was wearing purple eye shadow and red lipstick, which made her look more like a princess. On the chest of the dress was a purple explosion of magic surrounded by five stars.<p>

"Twilight?" Pinkie Pie asked slowly. As she stirred awake, Lezard and the Cutie Mark Crusaders ran to the top of the tower.

"Girls..." Twilight said softly with an exhausted smile, "Thank you..."

"TWILIGHT!" her friends cried out running over to her. Princess Celestia and Princess Luna both smiled, and everyone looked relieved, except Lezard, who was eying Twilight suspiciously.

"Strange," he said.

"What's strange," Sweetie Belle asked.

"The Element of Magic evolved, but they're supposed to evolve in response to Equestria's Darkest Hour," Lezard explained as Celestia, Luna, and Apple Bloom slowly lost their smiles.

"What does that mean?" Scootaloo asked.

"It means, this is not over," Luna said seriously. Apple Bloom looked up and gasped loudly.

"Everypony, look!" she shouted. At first Applejack turned in shock (just realizing that Apple Bloom was there) but then looked up with everypony else.

They saw a black spiral cloud forming, and a golden upside down tower slowly descended from the cloud.

_You think that this is the end..._

_But I will not be forsaken..._

That deep voice was heard all through Tartarus. It was scarier than anything they ever heard. Twilight actually began trembling.

"You're the thing that took control of Twilight!" Spike shouted.

"What are you? Why do you want Twilight?" Fluttershy asked.

_I am... all darkness..._

_Twilight Sparkle's... darkness..._

_She and I... are one..._

"You're not laying a HOOF on Twilight!" Rainbow Dash shouted.

"Yeah! So why don't you go home you big meanie!" Pinkie Pie added, sticking out her tongue at the entity (she assumed was in the sky).

_I will be one with her..._

_You cannot stop me..._

_But first..._

_I must destroy all light..._

_Starting with Elysium..._

"Ya can't destroy all the darkness in Equestria!" Applejack stated.

_I can... and I will..._

_And as for Twilight Sparkle..._

_I will claim her as mine..._

Twilight looked around fearfully, but then backed away from them trembling.

"No! Stay back!" she screamed.

"Twilight, what's wrong?" Rainbow Dash asked.

"It's trying to take me! Don't let it take me!" as soon as she screamed that, a black field came over Twilight. Applejack and Rainbow Dash attacked the field, trying to free her, but there was nothing they could do. It was like hitting a wall.

"Twilight! We'll save ya! Ah promise!"

Twilight nodded fearfully as the field darkened. It then turned into an orb and flew into the tower.

"Now what do we do?" Pinkie Pie asked.

"This!" Rainbow Dash said flexing her wings, "Fluttershy, Scootaloo, follow me!"

They both nodded and flew up to the tower. About half way though, they hit a barrier that prevented them from proceeding onward.

"No!" Fluttershy cried.

"I'm not giving up!" Scootaloo shouted firing her flame thrower at the barrier, to no avail.

They landed back on the tower, looking up at where Twilight was taken.

"Is there no way to get up there?" Luna asked.

"That tower is the gateway to Elysium," Celestia explained, "No mortal pony can fly through the barrier, and not even I can go through it. I imagine the Elements of Harmony can open up a pathway."

"They can," Lezard said, "But at such a distance, they'll only be able to send up one pony before the gate closes."

"Well, we all know who that pony's gotta be," Apple Bloom said seriously walking forward. Applejack ran over to her and stood in front of her.

"Apple Bloom, no! Ah'll do it! Ah'll go up there!"

"Applejack, Ah made mah decision," Apple Bloom said seriously.

"Ya ain't gotta do this, Apple Bloom!" Applejack said, "Ya ain't gotta be no hero!"

"Ah _know_ that Applejack!" Apple Bloom said glaring at Applejack, "Ah ain't doin this cause Ah gotta! Ah'm doin this... cause Ah _wanna_!"

Applejack looked genuinely surprised, "Apple Bloom..."

Apple Bloom looked down and closed her eyes, "Ah finally understand whut it means ta really be an adult, an' why Rarity did whut she did fer me, and fer Sweetie Belle. She put herself in harms way, and sacrificed herself cause she _wanted_ me an' everypony safe.

"Applejack, yer right. Ah've seen a lot. Ponies fightin, ponies... diein, an' all of it left an impact on me. Ah reckon Ah'll never be the same again. That's why Ah feel like Ah gotta do this. No, that's why Ah _wanna_ do this. Ah want everythang ta go back ta the way it was before all of this, an' Ah know that nothin will ever be the same again, but if Ah can at least stop this monster from destroyin all the light in Equestria, then Ah'm gonna do it, even if mah life has ta end in the process. Applejack, ya promised that if Ah wanted ta fight, ya wouldn't stand in mah way. Well, Ah'm fightin, an' Ah expect ya ta keep yer promise."

Applejack looked down seriously, hating the feeling that was in her heart. Lezard walked over to Apple Bloom.

"So there's no changing your mind?" Lezard asked. Apple Bloom shook her head, "Well then, I must say Apple Bloom, you're an amazing young mare. After everything that you've been though, you're so willing to fight, knowing what you'll have to do."

"Ah love Equestria too much not ta fight, an' that's not all," Apple Bloom looked into Lezard's eyes, "Ah love _you_ as well, Lezard."

"Apple Bloom," Lezard leaned into Apple Bloom and slowly kissed her. Applejack was taken aback looking at this, but she had to admit, she looked like a grown mare right now, "I love you too," Lezard said, "Good luck."

He walked away, and Rainbow Dash and Pinkie Pie walked over to Apple Bloom next, "It just doesn't seem right leaving this to you," Rainbow Dash said, "Especially knowing what happens in the end."

"Ah... ain't gonna worry about that," Apple Bloom said, "Ah just want Equestria safe."

Pinkie Pie hugged Apple Bloom, "Good luck, Apple Bloom. I'll miss you."

They walked off, and then Fluttershy and Spike walked over to her.

"Oh Apple Bloom," Fluttershy said softly, looking really sad.

"When Rarity wakes up, tell her that Ah love her," Apple Bloom said, "She wus like a mother ta me, an' if it weren't fer her Ah reckon Ah'd 've given up a long time ago."

"I, I will..." Fluttershy said, unable to hold back the tears now. Apple Bloom then turned to Spike.

"Ya better take care of Rarity! Ah'm expectin ya ta marry that mare one day!" Apple Bloom ordered. Spike closed his eyes and turned away from Apple Bloom, and nodded.

"I'll make her the happiest mare in Equestria. I promise," his voice was shaking, and he quickly hugged her before he walked off with Fluttershy. When they left, Princess Luna and Princess Celestia walked over to her.

"So you're absolutely sure you want to do this?" Celestia asked.

"Positive," Apple Bloom said nodding. Celestia sighed, as if she blamed herself, "None of this is yer fault, Princess. 'Sides, Ah decided ta do this cause Ah wanted ta do this, not cause Ah'm the Master of Harmony," she looked at Luna when she said that. Luna nodded with a knowing expression on her face.

"Good luck Apple Bloom," Luna said, "I will try to help your friends."

"Thanks Luna," Apple Bloom said. She and Luna nuzzled each other before they walked off, making way for Scootaloo and Sweetie Belle.

"I wish you didn't have to do this," Sweetie Belle said sadly, "We just got back together."

"Ah know," Apple Bloom said, "But this is the only way ta end it. Ah don't regret anythang though. Ah made wonderful friends, Ah have a great family, hell, Ah even managed ta git mah Cutie Mark. Funny thing is, when Ah think about it, ya'll _did_ help me git it, like ya said ya would."

"Even though at the time we were acting like real jerks," Scootaloo said looking away. Apple Bloom hugged both of them.

"Ya'll 're the bestest friends in the whole world," Apple Bloom said shedding tears of both happiness and joy, "Ah'm so happy Ah got ta meet ya'll."

"We're happy we got to meet _you_," Sweetie Belle said, also crying, "We're going to miss you."

"Ah know..." Apple Bloom said. They parted ways but Scootaloo locked eyes with her for a long time.

"Kick it's ass, alright?" was all she could say. Apple Bloom nodded slowly, no further words needed to be said between them. Scootaloo hugged Apple Bloom one last time, and then ran off. Sweetie Belle turned to follow her.

"Think ya'll can make friends with Silver Spoon?" Apple Bloom asked.

"At this point," Sweetie Belle said, "I'll even be friends with Diamond Tiara if you want." They smiled at each other for a few seconds, and then Sweetie Belle walked off. Apple Bloom turned around, but Applejack got right into her face.

"Ah ain't sayin no mushy good-bye, ya hear," she said intensly.

"Applejack-"

"_Cause_ yer _gonna_ come back alive," she looked dead serious, but her eyes were watering, "Yer mah little sistur, an' Ah love you. Ah lost ma and pa, but Ah _damn_ sure ain't gonna lose you. So... come back ta us."

Apple Bloom said nothing. She looked down for a second, and then walked off to the center of the area. Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, and Spike all stood in a circle, focusing on the power of the Elements of Harmony.

"You're going to have the power of the Elements of Honesty, Loyalty, Kindness, Generosity, and Laughter with you," Lezard said, "but you'll need to get the Element of Magic from Twilight."

"So first Ah gotta find Twilight," Apple Bloom said to herself.

"Master of Harmony, the fate of Equestria rests in your hooves," Celestia said, "We wish you the best of luck."

Apple Bloom nodded to Celestia, and then looked up at the tower in the sky. The Elements of Harmony created a light pathway through the barrier, and a second later, Apple Bloom began to rise up to the tower. She looked down at everyone for a second, but then she looked up at the tower with a determined look on her face, and flew higher up into the tower, vanishing from their sight.

"She can do it," Rainbow Dash said, "I know it."

"Even if she does though," Fluttershy said sadly, "Won't she-"

"NO!" Applejack screamed, catching everyone's attention, "She's going ta come back."

"Applejack..." Lezard said walking over to her.

"Ah don't care if she's the Master of Harmony, she's mah little sistur Apple Bloom _first_," Applejack started trembling as she held in the tears, "She _will_ live."

Everyone gathered together and looked up at the tower. All they could do was watch and wait. The fate of all of Equestria was at stake, and the only one who could save them, was a young filly _forced_ to become a grown mare.

_Good luck Apple Bloom..._


	32. Chapter 32

**This chapter is brought to you by The Running Free by Coheed and Cambria.**

Chapter 32: The Final Hazard

It felt like she had been flying for a long time. The tower didn't look that far away from Tartarus, but now that was approaching it, it was apparent that the tower was simply massive. She had to traverse this tower and make find a way to Elysium? She silently hoped that Twilight and whatever took her was still in the tower.

Apple Bloom reached a ledge on the tower and looked down. She couldn't even see the ground under her. Either she was just that high, or she wasn't in Tartarus anymore. She had a horrible feeling that it was the former.

"Guess there's no turnin back now," Apple Bloom said to herself. She now felt the weight of what she was doing, and realized that there was _no way_ for her to come back.

"Applejack... Ah'm so sorry..."

Rather than spend time feeling sad about something that she couldn't change, she turned around and faced the tower. As she approached it, she saw five lights fly around her; a white light, a pink light, a blue light, a yellow light, and a red light. A golden necklace formed around her neck, and the lights landed on it in a circle. The white light turned into a crystal, the pink light turned into a balloon, the blue light turned into a lightning bolt, the yellow light turned into a butterfly, and the red light turned into an apple. The center of the necklace was blank, but it looked like something was supposed to fit there.

These were the Elements of Harmony, minus the Element of Magic.

If she was going to defeat Twilight's darkness, she would need to find Twilight and get the Element of Magic from her. Well, it was now or never. Apple Bloom took a deep breath, and ran into the tower.

At first the inside of the tower was dark, and the walls looked ruined. There had to be a staircase somewhere for her to use to get higher.

_So... instead of coming to face me yourself..._

_They send a single pony in their place..._

"Where's Twilight?" Apple Bloom shouted to the dark voice.

_Twilight is safe..._

_Enveloped in my darkness..._

"Safe? Ah don't understand!"

_Everypony can see her in the light..._

_She is vulnerable..._

_Here she won't feel pain..._

_She'll never suffer again..._

"Yer NOT protectin her! Yer jus' tryin ta protect yerself! Ya know can't destroy Equestria witout Twilight, so yer hidin behind noble words! Yer nothin but a monster!"

_I am Twilight's darkness..._

_Calling me such..._

_Acuses Twilight of being a moster as well..._

"Twilight isn't a monster! She's jus feelin trapped, an' yer the one trappin her! Ah came here ta save Twilight an' stop you, an' Ah don't plan on leavin 'till Ah do both _in _that order!"

_You can't destroy me..._

_No one can destroy me..._

"Watch me!"

As soon as she said that, there was a rumbling in the tower. Apple Bloom didn't want to stick around to see what was happening, so she galloped forward, praying that she didn't hit a dead end. She turned to the left and saw a doorway ahead of her, and something blue glowing ahead. Was that good? Only one way to find out.

She ran into the room, and saw what looked like a control panel, but the buttons were made of magic. She looked closely, and saw a small map of the tower. It was an _elevator_!

"Glad Ah don't have ta walk," Apple Bloom said activating the elevator. As it turned on she turned to the door, instantly wishing she hadn't. Running to the door was a _giant_ black dragon with four red eyes. Was _that_ what she was talking to?

She immediately closed the door to the elevator, but a second later she heard the monster crash into the door. She screamed and backed away from the door as it continued to crash into the door.

"COME ON!" she screamed, "GET MOVING!" as if answering her call, the elevator came to life and began moving up at high speed. Hopefully that thing couldn't follow her.

When the elevator stopped, Apple Bloom saw looked on the map and saw that it let her off at the halfway point of what she assumed was the top. The door opened and Apple Bloom slowly walked out. She was in a small dome shaped room with white walls. In the center of the room Apple Bloom saw somepony lying on the floor.

It was Twilight.

"Twilight!" Apple Bloom called out running over to Twilight shaking her awake. It took a bit, but eventually Twilight stirred a bit and opened her eyes, which were thankfully still purple.

"You're... Apple Bloom," Twilight said, almost like she had to remember who she was.

"Twilight, do you recognize me?" Apple Bloom asked. Twilight looked away a bit thinking.

"I... think so... sort of..." Twilight said softly.

Apple Bloom looked down thinking, but then looked around the room. This room was doing something to Twilight, but what? She saw magical symbols on the walls, but as she wasn't a unicorn, Apple Bloom couldn't read them.

"Twilight, can you read these?" Apple Bloom asked. Twilight slowly got up and walked over to where Apple Bloom was standing and red the symbols silently.

"It's a memory spell," Twilight said slowly, "Designed to modify a pony's memory."

"Whoever left you in here was tryin ta erase yer memory?" Apple Bloom asked, but Twilight shook her head.

"Not erase, modify. They were trying to get me to forget something in particular, but I feel like it didn't work."

"Why not?"

"My memory is shaky, but I still think I remember my name, yours, and seven other names..."

"Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, and Spike?" Apple Bloom asked, getting a nod from Twilight, "Who's the seventh name?"

"It's... Trixie..." Twilight said, "But everytime I try think about that name, I get really sad. Was I close to Trixie?"

Apple Bloom almost cried when Twilight asked that, but she didn't know why. Was it because Twilight barely remembered the pony who might have been her closest friend, or was it because Apple Bloom knew that she was the reason Twilight felt sad thinking of Trixie?

"Yeah," Apple Bloom said softly, "Ya'll were like sisters."

Twilight closed her eyes and shed a single tear. Before Apple Bloom could ask if she was okay, the lights in the room flickered. Twilight had a look of sheer horror on her face as she looked around.

"No! It's still here!" Twilight cried, "It's coming here!"

"Whut's comin here?" Apple Bloom asked, although deep down she already knew what it was. They both heard a deep growl, and Twilight screamed in response. Apple Bloom turned to her and saw that she was sobbing, "Twilight, what's wrong?"

_She knows that she can't escape me..._

_But the light has her confused..._

_Stand aside Master of Harmony..._

_This matter is not of your concern..._

"Damn right it's mah concern!" Apple Bloom shouted, "Twilight is mah friend, an' Ah want ta protect her!"

_If you truly cared about her..._

_You would let me keep her safe..._

"Apple Bloom," Twilight sobbed, "Run away. Leave me here, and save yourself."

"No can do, Twilight," Apple Bloom said, "Ah promised Ah would bring ya home, an' we Apple's always keep our promises," Apple Bloom took Twilight's hoof, "Come on. Let's beat this thing tagether."

Twilight looked really afraid, and she turned away from Apple Bloom. The lights went out completely, and Twilight screamed loudly and ran into the elevator. It looked like she was trying to get it started. Apple Bloom ran into the elevator and grabbed Twilight trying to pull her away from the control panel.

"Twilight, stop!"

"I have to get out of here! I can't let it get me!"

"If we run away, then this monster is free ta destroy Elysium, an' you'll never escape it!"

"I can't escape it anyway! No matter where I run, it always finds me!"

The second she finished her sentence the elevator came to life and started going up. Twilight backed up against the wall trembling, and still sobbing. Apple Bloom walked over to Twilight and touched her shoulder.

"I remember..." Twilight began, "a dream I had. There was this monster always chasing me. I tried to run, but it was waiting for me every night."

"Then why try ta run?" Apple Bloom asked, "Why not fight?"

"Because I _can't_ beat it!" Twilight cried looking at Apple Bloom, "No one can beat it!"

"_We _can beat it," Apple Bloom said taking Twilight's hoof into her hooves, "Ah know it's hard Twilight, an' it's scary, but ya gotta face this demon. Yer fear is whut Ah think gives it it's strength. All Ah am right now is yer weapon against it. _You_ need to face it."

"Apple Bloom, what are you talking about?" Twilight asked, now sounding like herself a bit (being out of that room apparently), "Why are you here?"

Apple Bloom looked down, but before she could answer that question, the elevator stopped and the door opened. Apple Bloom and Twilight stepped out, this time in a forest of some sort. It would have been beautiful, except for the black clouds forming in the sky.

"It's spreading it's darkness through Elysium," Apple Bloom said, "We gotta destroy it now, otherwise..." she turned to Twilight, who was looking down in fear and shame, "Ya can't run away, ya already know that, but if we don't stop it here then a lot of other ponies are gonna suffer. Ponies who don't _have _ta suffer. Help me, Twilight. It's yer darkness, help me purify it."

She thought for a few long seconds, but right when it looked like Twilight was about to say something, they heard loud foot steps. Apple Bloom and Twilight looked ahead and saw that same black dragon from before walking up to them. Apple Bloom drew her sword and stepped forward.

"Wh, what are you doing?" Twilight asked.

"Whut Ah came here ta do!" Apple Bloom stated, "Ah promised somepony in Equestria that Ah wusn't gonna let the world end, an' like Ah said, we Apple's keep our promises!" as she spoke, she felt her eyes watering, but she wouldn't look away from the monster that facing her.

_You are afraid of me..._

_Nor do you want to die..._

_And you know that if you fight me with the Elements of Harmony..._

_You will perish..._

"Apple Bloom!" Twilight shouted, "Is that true? If you fight that monster, are you really..."

"YES! Yer right! Ah am afraid!" Apple Bloom shouted, "An' Ah _don't_ wanna die, but if mah death can save Equestria, then Ah give mah life willingly! Ah love Equestria, an' all the ponies in it! Down there is mah family and friends, an' if I don't do this, then they'll all have ta suffer cause of _you_! Ah won't let you hurt them! Come on! Let's finish this!"

The monster charged at Apple Bloom, who pushed Twilight out of the way and lead her to the side. As the two of them ran, Apple Bloom heard a voice in her head.

_Come on, kid! Face it! Take it out!_

"Rainbow Dash..." Apple Bloom said to herself. She then stopped running and turned around to face the monster.

"Apple Bloom, what are you doing?" Twilight asked frantically. Apple Bloom focused on the Element of Loyalty, and her entire body began sparking with electricity. She then charged at the monster at high speed, knocking it to the ground before she even could realize what happened. Did she just move at lightning speed?

"Ah used the Element of Loyalty..." Apple Bloom said, realizing what happened. The monster got up, and charged up it's entire body. It then fired darts from it's body making them rain down on top of Apple Bloom.

_You can do it Apple Bloom! Just kick it REAL hard in the shin!_

"Pinkie Pie..." Apple Bloom said, now focusing on the Element of Laughter. She split into millions of mirages that the spikes couldn't hit. The monster roared loudly, and then fired a blast of fire at Apple Bloom, who stood on her hind legs and held her forelegs out in front of her, parting the fire with the wind.

_I wish I could fight with you Apple Bloom, but all I can do is lend you my strength! Save Twilight, please!_

"Fluttershy..." Apple Bloom said as she used the Element of Kindness to part the flames. Apple Bloom threw her sword at the monster, hitting it in one of it's eyes, and making it roar loudly in anger and pain. She then ran up to it, allowing the strength of the Element of Honesty coarse through her.

_Ya better win Apple Bloom! Our family don't breed no weak ponies!_

"Applejack..." Apple Bloom more so thought to herself. Her entire body was engulfed in flames, that unfortunately destroyed the red dress she was still wearing, but she didn't need it anymore anyway. She dashed into the monster's chest, pushing it back and knocking it over. She jumped onto it's head and reached for her sword, pulling it out of it's now destroyed eye. She then jumped down and dragged her sword on the monster's body, but it slashed Apple Bloom off of it and she fell onto the ground in front of Twilight. She looked up at Twilight, who was looking at Apple Bloom in awe, but didn't pay her too much mind. Apple Bloom had to destroy this monster, so she couldn't worry about Twilight right now. As she staggered up, she noticed the monster charging up another powerful attack.

Apple Bloom closed her eyes, thinking about what she could do to stop this attack. Instantly, her thoughts went to Spike.

_Damn it Apple Bloom! Don't quit now! FIGHT!_

"Spike..." Apple Bloom said, suddenly feeling a presence nearby. Focusing on the Element of Generosity, she closed her eyes and screamed out the first thing that came to mind, "RARITY HELP ME!"

As soon as she said that, the white unicorn spirit that Spike summoned appeared in front of Apple Bloom and created an ice wall defending her and Twilight from the incoming fire. Apple Bloom looked up at the spirit in awe, realizing what it really was.

_I believe in you..._

_Apple Bloom..._

"Rarity... thank you..." Apple Bloom said softly. The spirit nodded, and vanished along with the ice wall.

"Apple Bloom... why are you trying to help me?" Twilight asked, "I... hurt so many ponies under that thing's guidance. I don't deserve a second chance."

"_Everypony_ deserves a second chance," Apple Bloom said, "An' yer more than that monster. You resisted that thing till the end, an' ya _did_ cry when Trixie died. That's shows me that you were never a bad pony. Ah'll save ya, Ah promise."

_You're... light... is strong..._

_But it alone... can't defeat me..._

_The five Elements of Harmony can't stop me..._

"There aren't jus _five_ Elements of Harmony!" Apple Bloom shouted, "Even now, there's one Element ya fergot! That Element is the one that unites the Elements of Generosity, Laughter, Loyalty, Kindness, and Honesty into one force! Created by the friendship formed by six comin together," Apple Bloom looked at Twilight, who was smiling now with tears in her eyes, "And empowered by the love formed by those same six _stayin _tagether, that alone is the one Element that can combine all Elements into one force!"

_You speak nonsense..._

_No such Element exists..._

"It does..." Twilight said stepping out of her hiding place, "The Element of Magic, created by the spark of friendship I felt when my friends came to my aid. It doesn't represent magical power, but it represents the one _true _magic in the world. Magic that's in the hearts of everypony, whether they're a unicorn, pegasus, or an earth pony."

_You speak of friendship, but you cling to the Element of Magic..._

_There is no power in friendship..._

_And the Element of Magic will not help you..._

"Yer wrong!" Apple Bloom shouted, "Ah've seen a lot on mah journey, and Twilight has suffered greatly, but if it weren't fer the power of friendship, neither of us would have made it through."

"I finally understand why Apple Bloom can hurt you, and why _I'm_ stronger than you," Twilight stated, "You're alone, made and empowered from solitude. You speak of being stronger than the power of friendship, but you cower in fear of it. Apple Bloom may be fighting by herself, but she fights with her friends, _our_ friends in her heart, and because of that you can't lay a finger on her or truly hurt her!"

_You two are grasping at straws..._

"The power of Generosity is nurturing and gives life, like water!" Apple Bloom started, "To be Loyal to a pony is to follow their path and support them till the end, like how lightning travels in a straight line!"

"Laughter is a response to happiness," Twilight continued, "a force that is invisible, and at times untouchable, but affects everypony in a positive light. Kindness is like the wind, strong enough to move mountains, but gentle enough to never harm anyone."

"An' Honesty can at times be painful, but it leaves a warm feelin in yer heart, jus' like fire!" Apple Bloom finished.

_But none of this changes anything..._

_None of those powers could destroy me..._

"But that's why the Element of Magic is so powerful!" Twilight stated.

"Cause it's power is demonstrated through the hearts of everypony everyday!" Apple Bloom added.

"The lessons that Princess Celestia taught me revealed-"

"The power Ah felt wit mah friends at mah side showed me-"

"The connection between the Element of Magic-"

"An' the power of friendship!"

"We know now-" Twilight proclaimed.

"Witout a doubt-" Apple Bloom proclaimed.

"FRIENDSHIP _IS_ MAGIC!" they shouted at the same time.

That second, a bright light came out of Twilight's horn, and flew up. The light turned into a purple orb, and added itself to Apple Bloom's necklace. Apple Bloom closed her eyes, and let the power of all six elements take over.

Slowly all of her thoughts vanished...

All of her fear...

All of her sadness...

She felt... nothing...

Except...

Free...

* * *

><p>Twilight watched in awe as Apple Bloom began to change. No longer was she standing next to a yellow earth pony. Now she was standing behind a large, golden <em>alicorn<em> with a long red mane and tail, and pure white glowing eyes. This alicorn was as large as the dragon, which was now backing away in fear.

"Apple... Bloom?" Twilight asked, slowly realizing that this wasn't Apple Bloom any longer, "Are you..."

**Apple Bloom was my name at one time...**

**At another time it was Bayonet...**

**I did not mind either name...**

"What happened to you..." Twilight asked, "Are you the Elements of Harmony?"

**The power of the Elements...**

**And the love of your friends...**

**Have given form to your light...**

**I am the Master of Harmony...**

**Using your light as a weapon...**

Twilight looked in sadness at the entity standing before her. Apple Bloom had to fully surrender her sense of self in order to use her Element.

**I sense sadness for my previous life...**

**Do not mourn...**

**As Apple Bloom, I understood what may have to happen...**

They both heard a growl, but it sounded like a laugh.

_Your light is strong... stronger than I expected..._

_But it is no match for my darkness..._

**The darkness cannot overcome the light...**

**You have already lost...**

As soon as she said that, the golden alicorn charged at the dragon, pushing it further into the forest. Twilight could no longer see them, but she heard their fight, and it sounded _violent_. She ran in their direction to see the fight.

The dragon slashed wildly at the alicorn, but she moved out of the way of all of those attacks and kicked the dragon with her hind legs. The dragon grabbed hold of the alicorn and they both fell to the ground, but the alicorn fired a bright light at the dragon, pushing it back. She got up, and then galloped over to it and stomped on the dragon a few times, but the dragon hit the alicorn with its tail, knocking her to the ground. The dragon then grabbed the alicorn by the tail with its mouth and threw her into the trees where Twilight was hiding. She just barely hit Twilight, who ran out of the way of the giant alicorn.

_Is this the power of your light..._

**I am not done...**

"Apple Bloom!" Twilight called out. She knew that the two story alicorn wasn't Apple Bloom, but she had no idea what to call her.

**Twilight Sparkle...**

**You must fight...**

"What can I do?" Twilight asked, now getting scared again, "How can I fight that?"

**As I am right now, I can only harm it...**

**It cannot kill me...**

**But _I_ cannot kill it...**

**Only _you _can destroy it...**

Twilight slowly walked over to the alicorn, and knelt down next to it, "If we work together then?" she asked. The alicorn slowly nodded. Twilight took a deep breath, and touched her horn with the golden alicorn's horn. They began to glow brighter, and the two of them became one entity, now a pure white alicorn with a light purple mane more like Twilight's, and wearing a white tiara.

_You... side with the light..._

_You... turn me away..._

"**I may not be able to run away from you,**" Twilight said through the spirit, "**But I won't let you run my life any longer! I will be the pony **_**I **_**want to be!**"

_You... FOOL!_

The dragon charged at what was now Twilight leading, but she flew to the side and buck kicked the dragon into a tree.

"**I understand,**" Twilight said, "**Before, you would have been able to destroy it yourself, but as it's **_**my**_** darkness, you had to empower **_**me**_**,**" Twilight closed her eyes, "**Apple Bloom... thank you...**"

The dragon ran over to Twilight and began slashing at her, but Twilight stabbed it's claw with her horn, leaving a white crack on it's hand.

_No... NO!_

_I cannot be defeated!_

Twilight got on her hing legs and kicked it a few times, and then turned around and buck kicked it again, this time leaving white cracks on the dragons chest. The dragon tried to hit Twilight with it's tail, but Twilight jumped over its tail and slammed her back feet on it's tail, leaving white cracks all on it.

The dragon staggered away from Twilight, it's entire body cracking and breaking.

_What is this..._

_Why am I in such pain..._

Twilight kicked the air with her forelegs, and then hunched over stomping her feet, preparing to charge.

_No..._

_NOOOOOOOO!_

Twilight charged at the dragon, her entire body engulfed in a bright light, and went_ through_ the dragon. It roared loudly and angrilly, fading away in a black mist and leaving a small wisp of darkness in it's place. Twilight separated from the alicorn spirit, who turned back into it's golden self, and ran over to the darkness.

"This is a part of me," Twilight said softly, "No matter how far I run, it'll be with me." Twilight reached out her hooves to take the wisp of darkness, and then surprisingly took it into her heart, "You were just lonely, weren't you? Well, you'll never be alone again." Twilight turned to the golden alicorn about to thank her, but she saw that it was beginning to fade away, "Wait, what's going on?"

**Now the threat is gone...**

**I must return the Elements of Harmony to their rightful owners...**

"But what about you?" Twilight asked, now scared as the alicorn became more transparent.

**Tell Applejack...**

**That I am sorry...**

"A, Apple Bloom..."

**My time in this world...**

**Is up...**

**Good bye...**

**Twilight...**

**Sparkle...**

"NO!" Twilight cried out running over to the alicorn. After everything that happened, after fighting so hard for her, Apple Bloom couldn't...

She looked up at the alicorn, who slowly vanished from sight. It was over, but the price...

"APPLE BLOOM!"

* * *

><p>Apple Bloom woke up and found herself in a meadow, standing on a single road. The sky was bright and blue, and the grass was a healthy green. It sort of looked like the path she'd take to the Everfree Forest. Only there wasn't anything on either side. Just land. She looked at herself and saw that she was back to being a filly here, but she still had her Cutie Mark.<p>

On instinct she picked a direction and began to walk down, but stopped when she heard a voice behind her.

"Don't go that way," a voice Apple Bloom recognized called out, "There's nothing down that road for you."

Apple Bloom slowly turned around, and was shocked by who she saw. It was _Trixie_. She was wearing a silver hat and cape like her normal purple attire, and she looked magnificent. Her light blue coat had a certain shine to it, her mane and tail looked a little fuller, and her eyes seemed more relaxed.

"Trixie?" Apple Bloom exclaimed, then looking a bit down the path she was about to walk down, sort of realizing what was going on, "Um, what's down that path?"

"Nothing you need to worry about," Trixie said looking down the path with a serious expression, "Come on," Trixie said with a smile, going down the opposite path. Apple Bloom was scared, but she followed Trixie. Somehow, she felt safe following her.

"Um, am Ah..." Apple Bloom asked slowly.

"Dead? Not quite," Trixie explained, "Almost dead, but you haven't taken the final step to death yet."

Apple Bloom was still confused, but before she asked what that meant, she felt like there was something else she needed to say, "Um, Trixie, Ah'm sorry Ah killed ya," Apple Bloom said sadly, shocked when Trixie _laughed_.

"Why are you apologizing?" Trixie asked, "I should thank you."

"Th, _thank_ me?" Apple Bloom couldn't believe what she heard. Here was the pony who had her life taken away from her, and she was _thanking _Apple Bloom?

"You set me free," Trixie said with a smile, "Ponies have the wrong idea about death," she continued looking at Apple Bloom now.

"Whut do ya mean?"

"Death is more of a choice," Trixie explained, "For the ponies who die of old age, they simply arrived at a point where they've lived as long as they want. For the ponies like us, we still get a choice."

"But mah sword pierced yer _heart_! Ya can't tell me ya could've survived that!"

"Actually, I could have, but I didn't want to," Trixie closed her eyes and looked serious, "I'm not going to go into my full story, but let's just say my life wasn't all sunshine and butterflies. Between a neglectful father, a mother I never knew, constant ridicule from my peers, and coming up short in _everything _I endeavored, I didn't have much to live for," she smiled peacefully, "I think the only truly good thing in my life was Twilight. I had two friends in elementary school, but I didn't know them long enough for them to really leave an impact on me."

"Why did ya side wit Twilight?" Apple Bloom asked, "Didn't ya think that whut she wus doin was wrong?"

"Truthfully, I didn't care," Trixie admitted, "All I wanted was to be with her," she actually started crying, "I admit, I fell in love with her."

That wasn't what Apple Bloom was expecting to hear. Trixie was in _love_ with Twilight?

"Did... ya ever tell her?"

"Never," Trixie said through her tears, "I didn't _need _to tell her. All I truly needed was to be by her side. All I _wanted_ was for her to recognize me as an equal. I guess I was probably afraid to show her my feelings. So instead I made myself _hers_. Whatever she asked me to do, I did it, as long as I made her happy."

"But ya came ta Ponyville so she'd teach ya magic, right?"

"That was the beginning, yes. However, as time went on, learning from her mattered less, and just being by her side mattered more to me. Around the time I saw her devastation at Shining Armor threatening her, I began to realize how much her happiness meant to me."

"If she meant so much to ya though, why didn't ya come back?"

"Because she gave me what I truly wanted out of life. I was happy after fourteen years of nothing but sadness and misery. Now that I felt true happiness, I was able to let go."

Apple Bloom was amazed hearing Trixie say all of this. She must have been truly sad in her life, but she must have truly felt happy being with Twilight. Apple Bloom stopped and looked down.

"Trixie, Ah know ya don't blame me, but Ah'm still so sorry. Not jus' cause Ah killed ya, but because yer life was so..."

Trixie knelt down in front of Apple Bloom and hugged her.

"You don't need to apologize for anything. I lived my life how I wanted. I don't feel like there's anything that I needed to do," Trixie said softly to Apple Bloom. She got up and started walking down the path again.

"Would ya change anythang... if ya got a chance ta do it over?"

Trixie stopped and looked at Apple Bloom with assurance, "Not a thing," she answered simply. Apple Bloom followed after her, now feeling like she finally understood her.

The next few minutes they walked in silence, but they soon hit a fork in the road.

"Well, this is as far as I take you," Trixie said, "Here's where you make your choice."

"Mah... choice?" Apple Bloom asked looking down the paths. They both looked th same to her.

"The left path is where I'm going," Trixie explained, "Go down there and you're truly dead. If you go down the path on the right though, then all of this is a dream, and you'll wake up a few hours after the fight."

"A dream?" Apple Bloom asked, "It's that simple?"

"What were you expecting, magic words? A ritual?" Trixie laughed, "All life is really _is_ a path, as is death. You just need to decide which path you want to walk now," Trixie started down the left path, "I'll see you around, maybe in a few seconds, maybe in a couple of years."

"W, wait!" Apple Bloom called out, stopping Trixie, "Ya said if Ah walk down this path on the right, it's all a dream. Does that mean all of this is jus' in mah head? That Ah didn't really get ta see ya again?"

Trixie laughed again, "Of course this is in your head, Apple Bloom. However, one of my teachers had this saying. He said, 'just because it's in your head, doesn't make it any less real'. If you see Twilight, can you tell her how I felt?"

"Ah will," Apple Bloom said with a nod, "Ah'll... see ya around?"

Trixie bowed to her, and then elegantly turned down her path and walked off. Apple Bloom watched her for a little while, but then looked down the path on the right. Was it really that easy? Did she just have to walk down this path and she'd be back in the world of the living?

Back with her friends?

She didn't even have to think about it. She ran down the path on the right. She wanted to be with her friends. She wanted to see her brother and her sister again. She wanted to see Lezard.

She wanted... to _live_.


	33. Chapter 33

Chapter 33: To the Future...

As Apple Bloom came to, she found herself in the hospital in Ponyville. She was back in an adult's body, and she was dead tired, but knew that she wasn't _dead_. She remembered her dream quite vividly, but then again, it wasn't really a dream, was it? But here she was, alive and well. She looked outside and saw the sun had risen. She must have been out all night or something.

"Apple Bloom?" Sweetie Belle asked from the door. Apple Bloom turned and saw her and Scootaloo standing in the doorway, both of them still adults, but neither one wearing the outfits they wore when they were working with Twilight. Sweetie Belle teared up and galloped over to Apple Bloom and hugged her, "Oh, Apple Bloom! You're alive! I thought you were..."

"Death is a choice," Apple Bloom said happily, "Jus' wasn't mah time yet," Scootaloo walked in trying to be cool, but Apple Bloom could tell she was holding in how happy she really was, "How long're ya goin ta act like ya ain't happy ta see me?"

Scootaloo chuckled a bit and looked away, "What, ya expecting me to start crying?" but as she said that, she was tearing up. Apple Bloom laughed.

"Naw, that ain't yer style anyway. That's more of Sweetie Belle here," Apple Bloom taunted. Sweetie Belle playfully hit Apple Bloom's foreleg.

"You're one to talk. You're crying too," Sweetie Belle said. They all laughed like they hadn't laughed before in a while.

"Glad to see you are all here," Luna said walking in, "And I'm equally happy to see that you're alive and well, Apple Bloom."

"Luna," Apple Bloom said turning to the princess of the night, "How long have Ah been out."

"Not long," Luna said, "Over night, and then into the afternoon. Everyone was pleased to see that you were breathing when Twilight brought you down from Elysium."

"That's right! Twilight!" Apple Bloom sat up in her bed, "Is she okay? Did we win?"

"Yes, and yes," Luna said raising a hoof calming Apple Bloom, "Twilight is in Canterlot now resting before she stands before the high council."

"High council? Ya mean she's goin ta trial?"

"She still hurt a lot of ponies with her actions," Luna explained, "Although she didn't really mean to, the fact is that she was consciously aware of her actions."

"But nopony even really knows whut happened."

"Sadly, a few do, and the ones that do know want justice. She's going to have a fair trial in three weeks to decide what her punishment should be for her actions."

"It ain't fair though," Apple Bloom looked down. In her eyes, Twilight was just scared and confused. She wasn't a bad pony, so to condemn her was almost proving that shadow right. If they let her go to jail, they were no better than the ponies that turned their flanks on Queen Midnight.

"Hey, I hear Princess Celestia is the leading judge," Scootaloo said, "I don't think she's going to let Twilight be put away after she fought so hard to bring her back."

"Ah hope yer right," Apple Bloom said with a sigh.

"Um, princess," Sweetie Belle began, stopping when Luna raised an eyebrow, "Oh, sorry, Luna," Luna nodded in acceptance, "You said once Apple Bloom woke up you could help us?"

"Yes, but I had to wait so you could all decide together," Luna said, "I came up with a way to return the three of you to your original ages."

"Seriously?" Scootaloo asked, "I thought we'd be stuck like this forever."

"Not at all," Luna said shaking her head, "Changing you back is relatively easy for me. However, I won't be able to change you back into adults again."

Everyone looked serious when she said that, "You mean, we'll have to stay fillies?" Sweetie Belle asked slowly.

"Until you grow up for real, yes," Luna began pacing around the room, "However, if you choose to stay as you are now, you'll slowly adapt to your lives as adults. When that happens, I won't be able to change you into foals again. Apple Bloom here will be the hardest to change, as she's already beginning to have very adult thoughts."

Apple Bloom looked down again, this time thinking really hard what she wanted to do, "Where's Lezard?" Apple Bloom asked softly.

"He said he was going to wait for you at your house," Luna said, "I told him of the choice I would give you, but he said he wanted to wait to see the results. I guess he didn't want to influence your decision."

Apple Bloom knew better though. He was the whole reason this was so hard for her. She knew that he loved her as much as she loved him, and that he probably didn't want to set himself up for disappointment.

"Well, what do you two want to do?" Scootaloo asked, "I mean, I can _fly _now. I might be able to join Dash in the Wonderbolts."

"True," Sweetie Belle said, "but we really let these powers go to our heads. Also, I kind of miss being a kid. There were a few things I still wanted to do that I can't do as an adult."

"I hear your point," Scootaloo said, "Also, it would be kind of weird having to suddenly start our lives as adults. According to Luna we'd adjust over time, but..." Scootaloo looked at Luna, "Will we remember everything that happened if we turn into foals again?"

"Not only will you have full memory, but all of the feeling you have will stay with you as well. The good news is that you get to keep your Cutie Marks, cause I hear you three spent quite a lot of time trying to get them."

"Yeah, but Apple Bloom was the only one who truly _earned_ her Cutie Mark," Scootaloo turned to look at Apple Bloom, "Speaking of which, you've been really quiet this whole time."

"Yeah, what do you think?" Sweetie Belle asked. Apple Bloom got out of her bed and walked over to the window, still unable to give them an answer. On one hoof, she knew that her sister Applejack really wanted her to be a kid again, and it was true that she _was_ supposed to be a kid. Those were years she would never get back if she stayed a grown mare. On the other hoof though, if she went back to being a kid, she wouldn't be able to be with Lezard. She knew that her feelings for him were real, and she _so_ wanted to be his, but was it time?

Go back to her life as a little filly and give up her future with Lezard...

Start a new life as a grown mare and turn her flank on the life she can only have as a filly...

Tough choices.

"The window is closing for you, Apple Bloom," Luna said sadly, "I don't want to push you to make a decision, but if I don't cast this spell for you soon, you won't be able to _ever_ change back."

"I'm not going back to being a filly if she's stuck as a grown up," Scootaloo said, "I say whatever she decides to do, we all do together."

"I agree," Sweetie Belle said, "It wouldn't be fair for her to have to live life like this by herself."

"So, your call, Apple Bloom," Scootaloo said, "Continue as we are, or go back to as we were?"

"You'll make the right choice Apple Bloom," Sweetie Belle said sweetly, "You always do."

This was it. It was all riding on her. Both sides sounded good, but both sides meant a sacrifice. Either way, she'd have to lose something dear to her. Apple Bloom took a deep breath, cleared her head, and made the choice she felt was the right one.

"Between stayin an adult, or bein a kid again," Apple Bloom said, "Ah choose..."

* * *

><p>Since there wasn't anything they could do for her at the hospital, Rarity was moved back to her house. Spike was actually prepared to go be with Twilight, but after the fight Twilight <em>insisted<em> that he stay with Rarity instead. He didn't leave her side for anything.

"You know, I should thank you," Spike said to Rarity, "It's thanks to you that I became the dragon I was meant to be. I always thought I was in the way before, but this time I actually helped, and it's thanks to you. I don't know if you can hear this, Rarity, but I learned a few things about myself in Tartarus. Apparently, I'm what's called an Amethyst Dragon. We're a rare breed of dragon, that can grow in two ways. One is the normal way, which... as you know very well, isn't the best way to mature. The other way is through the love of a pony. Princess Celestia wanted that pony to be Twilight, but I grew up to see Twilight as a sister. The love I needed, well, it was a different kind of love.

"But you probably already know that. I mean, I felt you. In all of my fights, I felt _you_ right there beside me. I think you _were_ with me. Not only that, you chose me to use the Element of Generosity in your place, when you could have chosen anyone else. That really means a lot to me. It shows me that you really trust me," Spike laughed a bit, "You know, it's funny, I never really understood your answer that day, when I tried to tell you that I had a crush on you. I didn't know if you were crying, or if the fact that we falling to our deaths at high speed had your eyes watering. I sort of gave up that day though. Well, I wouldn't say I gave up, but I didn't feel like I needed to pursue you actively anymore. You knew my feeling, and I could just imagine the answer in my head. I was happy with that. But... I don't think that's enough anymore.

"What am I saying? I'm saying that my feelings aren't a little kid crush, at least not anymore. I can't live my life without you Rarity," Spike looked down at his knees and cried a bit, "I love you Rarity. I always have, from the moment I first saw you. I know you'll wake up one day, and when you do, I'll be right here waiting for you."

He looked at her again, unsure if any of that reached her. He didn't care though, he finally got it out. If she was meant for someone else, then that was fine. He would always protect her.

Spike got up, and kissed her, this time on the mouth. As their lips touched, he felt a surge of some sort. Like something left him. He also noticed Rarity _twitched_. He stepped back and looked at her in silent amazement...

As her eyes slowly fluttered open...

"Spike..." she said softly with a loving smile.

"Y, you're... okay..." he asked, shaking he was so happy.

Rarity nodded, "I knew you could do it..."

For a few seconds they just looked into each others eyes, Spike unable to say anything.

"Um," Spike began once he found his voice, "I have to know. D, did you happen to hear me... when I said that I-" just like that day last year, she held her hoof to his mouth, stopping him instantly. This time however, as she smiled, Spike could clearly tell.

She was crying.

Spike smiled too, and he slowly leaned in closer, elegantly holding her up to him. Rarity put her forelegs around Spike's neck, and pulled him closer to her...

Embracing each other lovingly, they _finally_ kissed... for real.

* * *

><p>"Glad that's over," Rainbow Dash said to Pinkie Pie flexing her wings, "I thought it would never end." They were walking though the park near Sugar Cube Corner, which was starting to get rebuilt, thankfully.<p>

"It's a shame that Twilight isn't here though," Pinkie Pie said sadly.

"Hey, don't worry. Once those boneheads in Canterlot realize that Twilight was possessed by some dark... whatever the hell that was, I'm sure they'll let her come back to Ponyville."

"Even though she's still an alicorn?"

"I don't really think that matters. She's _still_ a pony, just like you and me. Sure she's going to live longer now, and she's a lot stronger, but who knows, maybe this was _meant_ to happen. I'd like to think that somehow, all of this was a part of Princess Celestia's master plan."

"Yeah, you're right Dashie," Pinkie Pie said hopping happily now. Rainbow Dash felt better seeing Pinkie Pie happy again. She always breathed easier when she was happy.

"Pinkie Pie," Rainbow Dash said, "Promise me that you won't ever stop smiling."

"Dashie?"

"I mean it, Pinkie Pie. Your happiness means everything to me. When you stopped smiling that time, I felt lost. I didn't know what to do. As long as you're smiling, I can fly higher than any pegasus in Equestria, I know it. Promise me, Pinkie Pie-"

When Rainbow Dash turned to Pinkie Pie, she was blind sighted by a kiss _right_ on the mouth. Pinkie Pie stepped away from Rainbow Dash smiling.

"I can promise that easily," she said brightly, "As... long as you promise to never leave my side."

"You know what," Rainbow Dash said standing in front of Pinkie Pie, "It's a Pinkie Promise."

The two of them stood on their hind legs and did their usual ritual, "Cross my heart and hope to fly, stick a cupcake in my eye!" they said together, followed by a fit of laughter. They held each other laughing and fell over onto the grass. As the laughter died, they look into each other's eyes, but this time, Rainbow Dash didn't run away. This time, she held Pinkie Pie _closer _to her, silently promising to protect her _and_ her smile no matter what.

* * *

><p>Fluttershy looked in her closet at some of the outfits she had stowed away. So many of them she never wore, mainly because she didn't have the courage to wear them. They attracted so much attention, she wasn't sure she <em>wanted<em> that kind of attention. Who was she kidding, _of course_ she wanted that attention. It was time to let the inner wild filly out.

She looked at a leather piece she had in her closet, eyes WIDE. When did she get _this_?

"Um..." Fluttershy said looking at it in shock before putting it back in the closet, "Baby steps, Fluttershy. Baby steps," and she closed the closet, resolving that there was no rush to change _that_ fast. She did go to her dresser and open a drawer, taking out a pack of eye shadow. She had told herself that one day she was going to put that on. She knew how. Rarity taught her a technique that even earth ponies could use to put on make up.

Well, now was as good of a time as any.

When she was done, she looked at herself in the mirror. Spike may have said that she didn't _need_ make up, but it certainly didn't hurt her. All she put on was dark pink eye shadow, and that pushed her from cute to _hot_. She posed a bit in the mirror, giving her reflection a few sultry looks, feeling more and more like the bad filly she saw in her dreams.

She looked at the door and saw Angel, who was looking at her like she grew a horn. Instantly she screamed, flew over to her bed, and held up a pillow to hide.

"Angel," Fluttershy said smiling awkwardly, "Um, what are you doing here?" he made a few noises pointing downstairs, "Oh, someone came to visit? Who is it?" Angel's response was to raise his eyebrows up and down smiling, making Fluttershy blush. She knew _exactly _who that meant.

She trotted downstairs, her heart racing more and more as she got closer to the living room. Macintosh was standing in the middle of her living room waiting for her, and he did a double take when he saw her.

"Wow," he said, "Ah always thought you were pretty, but Ah gotta say, right now..."

"Th, thanks," Fluttershy said turning away and blushing. Damn it, she thought, this ruined the sexy look.

"So, ya'll did it?" Macintosh asked. Fluttershy nodded.

"Did Applejack tell you that Apple Bloom is alive?" she asked.

"Eeeyup," Macintosh said with a nod. He then walked over to Fluttershy and elegantly held her hoof, "Ah wanted ta wait till everything calmed down 'fore Ah asked ya this. Remember when Ah mentioned us spendin the rest of our lives together?"

"Uh huh..." Fluttershy said. Her heart threatened to jump out of her chest she was so excited. He wasn't about to do what she thought he was about to do. He wasn't.

He knelt down in front of her. Oh _God_... he was.

"Fluttershy, Ah thought about ya all while ya were out there fightin, an' Ah realized that Ah don't wanna just be a coatfriend. What Ah really wanna be, is _yours_, completely," oh god, here it comes, "Fluttershy," he's about to ask it, HE'S ABOUT TO ASK, "Will you marry me?"

"YES!" Fluttershy shouted happily, not even second guessing herself this time, "Yes yes yes yes yes yes YES! I'll marry you!"

Macintosh's eyes were wide, "So um... Ah'm guess that's a yes?"

Rather than repeat herself (which she could have) she pushed him onto the floor and kissed him passionately. Angel would take care of things around the house for her. Right now, she wanted to be with _her_ stallion.

* * *

><p>Lezard waited on the porch of the Apple Family's house, looking down the path he knew Apple Bloom would be walking down. He didn't move from that spot all day. He needed to see what her answer was before he left back for Canterlot.<p>

"Ya sure ya don't wanna come inside?" Applejack asked stepping outside, "She may be a while still."

"When you practice Chronomancy, you get accustomed to waiting," Lezard stated, "Are you sure you'll be okay if she chooses to remain an adult?"

"Are ya sure _you'll_ be okay if she chooses ta go back ta bein a kid?"

Lezard chuckled, "Touche, m'lady."

Applejack sat down next to Lezard, "Ya know, Ah could see it in that last kiss she gave ya," Applejack said, "She's dead serious 'bout her feelins."

"You doubted her?" Lezard asked.

"Ah guess Ah can't git over seein her as a little filly. Opposite ta you, cause ya only see her as an adult."

"Don't get me wrong, I can sort of see the child in her," Lezard admitted, "There's an innocence in her eyes that's only present in little kids. I was never proud of the way I felt about her, and I'm not going to lie and say to you that I didn't have to control myself a few times, but I won't deny my feelings for your sister. I do love her, and I don't think I will ever stop loving her."

"Even if ya saw her as a filly?" Applejack asked.

"You know what? Even if I saw her as a filly," he looked away, "Sick, I know."

"Meh," Applejack shrugged her shoulders, "Ya know who ya love. If she does choose ta go wit you, ya _better_ take care of mah little sistur."

Lexard laughed, "I will, but you better promise me that you'll take care of her if she stays with you, _and_ give her the space she needs."

Applejack laughed too, "Yeah, Ah guess Ah do smother her a bit," she looked up at the sky, "Hey, do ya think Twilight is gonna be safe?"

"Princess Celestia assured me that Twilight would be given a fair trial. I believe it's in her favor if that's the case. The only real casualty is Miss Lulamoon, and we can argue that her death was an accident. She was only trying to protect Twilight after all."

"Yeah..." Applejack looked down, "If Ah hadn't turned mah flank on Twilight, none of this would've happened."

"We can't say that for certain," Lezard said, "She spent her entire life turning away from her darkness. The reason it turned into such a strong monster is because she resisted for so long. It was bound to explode at some point, and you yourself saw signs that it was happening."

"So ya really think that whut happened wus inevitable?"

"The longer you ignore your inner demons, the stronger they become. This whole month has been a testament of that."

Applejack nodded, and the two of them left it at that. All they could do now was wait for Apple Bloom.

* * *

><p>"Are you sure you made the right choice?" Silver Spoon said as she walked Apple Bloom to her house, "I mean, not that I'm not happy to have you back, but you really love him."<p>

"Ah do," Apple Bloom said seriously, "But that's eleven birthdays that Ah missed, Silver Spoon. Ah would've missed so much of mah life. This journey taught me ta really appreciate the time Ah have _now_, cause ya never know whut could happen ta ya in the future."

"True. Hey, at least I don't have to look up at you anymore."

Apple Bloom laughed, "Yeah, that _wus_ gettin weird actually. So, did things work out with Diamond Tiara?"

"Get this, she _apologized_ for being such a bad friend."

"Hold up," Apple Bloom raised an eyebrow, "Diamond Tiara, _apologized_?" Silver Spoon nodded, "Ah think hell froze over or somethin, either that or that _ain't_ Diamond Tiara."

"I told her that you guys got your Cutie Marks too," Silver Spoon said, "She actually looked sort of happy. Of course she turned her nose up in the air and said "it's about time", but I could tell she was happy for you."

"Maybe now we can stop hangin out in secret."

"Definitely. Do you think your friends would mind if I played with you guys sometimes?"

"Sweetie Belle said she'd even be okay hangin out wit Diamond Tiara."

"Hell _did_ freeze over," Silver Spoon looked really taken aback, but the two friends laughed afterwards. They were now close enough to see Apple Bloom's house in the distance, Lezard and Applejack sitting outside.

"Well, here Ah go," Apple Bloom said taking a deep breath.

"Are you sure you don't want me to go with you?"

"Ah... need ta do this on mah own. Ah appreciate it though," Apple Bloom turned to Silver Spoon, "Thanks Silver Spoon. Yer a really good friend."

"You're an even _better _friend," Silver Spoon said, "See you tomorrow?"

"Definitely," Apple Bloom said smiling. She and Silver Spoon hugged, and then walked their separate ways. About halfway to her house, she stopped and just met Lezard's eyes from a distance. Sure enough, even as a filly, her heart still raced looking at him. Now though, there was a sadness present in her heart. She knew that this meant she and Lezard couldn't be together, and deep down, it hurt. Judging from the expression on Lezard's face, he felt the same way.

He said something to Applejack, who got up and walked inside. He then walked over to Apple Bloom. They were silent for a long time, Apple Bloom unable to look at him.

"So... this is... what you look like as a filly," Lezard said slowly. All Apple Bloom could do was nod, "I have to say, you're really cute," Apple Bloom laughed a bit, but she still wouldn't look at him, she _couldn't_, else wise she'd regret her decision. She was already _starting_ to regret it.

"Are... ya mad at me?" Apple Bloom asked.

"Not at all," Lezard said, "In fact, deep down I sort of knew you'd choose this. It's not time for you to be an adult yet. You have your whole life ahead of you."

"It's weird though. Ah still feel the same. All of the feelins Ah gained bein in an adult's body, they're still there. Why is that?"

"You didn't just grow up physically," Lezard explained, "You also grew up mentally, and spiritually. The body is just a body. True growth happens within. I'm afraid there's no spell that will fix that."

"But whut should Ah do now?" Apple Bloom asked, unable to not look at him any longer, but unable to hold in the tears either.

"_Live_," Lezard said kneeling down to her level, "Live your life to the fullest. You've been given a second chance, not just because you were changed back from being an adult, but you survived where you should have died. Life has gone back to normal, just like you wanted. Best of all, you're a _hero_. Apple Bloom, _you_ saved Equestria. You deserve all the happiness in the world right now, and as a child, you can get the most out of that happiness."

"None of that matters ta me," Apple Bloom sobbed, "Not if Ah can't be wit _you_. Ah still love you, Lezard. Ah don't think Ah'll ever get over you."

"Hm," Lezard looked like he was thinking, "You're... how old again? Ten, right?" Apple Bloom nodded, "Huh, ten years. I think I can handle it."

Apple Bloom stopped crying and looked at Lezard in shock, "Wait, whut're ya-"

"I'll come up with something to make the wait more bearable. Perhaps there's a spell that stops aging for a set time. In ten years, if you still feel the same way, come to the fountain in Canterlot's town square."

"Yer... willin ta wait fer me?" Apple Bloom asked.

"When I rescued you from the stream that day, I knew that you were the one for me. I feel that there's a reason I'm a Chronomancer, and there's such a large age gap between us. I don't know how I'll do it, but I'll use my magic to either halt my aging, or go forward through time."

"Ah heard Princess Luna was talkin about time travel."

"Then I guess that's my first stop. I promise, one day if you still desire it, we _will_ be together."

Apple Bloom didn't care about their ages at the moment. She walked over to him and kissed him, surprisingly he did _not_ pull away, "Ah'll always want you, Lezard. Yer the only stallion for me."

"In that case, I'll see you in ten years," Lezard said getting up. He gave Apple Bloom one last smile before he walked off. As she watched him leave Ponyville, Applejack walked up to her and put a hoof on her back.

"Ya really feel fer him, don't ya?" Applejack asked, getting a nod from Apple Bloom.

"Applejack, Ah'm sorry Ah wus so harsh on ya. You were jus' bein a good sis," Apple Bloom said.

"Naw, you were right. Ah wus tryin too hard ta be a mother ta ya, an' Ah'm sorry. Yer _not_ a little filly anymore. I can see that after all the crap ya went through, all jus ta save all of us," Applejack took off her hat and put it on Apple Bloom's head (it was a little big for her now, but the gesture meant a lot), "Ya did great, Apple Bloom. Ah'm proud of ya."

"Thanks Applejack," Apple Bloom said looking up at her big sister. They walked inside the house together, closing the door on an adventure they'd all _never_ forget.

* * *

><p>"So, that's what happened," Shining Armor said as Twilight explained to him everything that happened, "Twilight, I'm sorry that things turned out the way they did."<p>

"It's okay," Twilight said, looking down, "It's not so bad. I'm completely free as long as I don't leave the castle, and the guards have been really nice to me."

"That's good," Shining Armor nuzzled Twilight lovingly, "I promise, in three weeks everything will be okay."

"I don't want to be selfish, but can you stay with me?"

"I already told Cadence that I'm staying. I'm sorry, Twilight. I hurt you, but I promise that I'll never turn away from you again."

"Oh Shining Armor," Twilight said softly, "I'm the one who should apologize. I hurt you _and_ Cadence. I don't deserve a second chance."

"We'll let the council be the judge of that in three weeks, but it it were up to me, you'd be free right _now_."

Twilight leaned into her brother and closed her eyes. She missed her friends dearly, but at least she had her BBBFF with her. As she fell into a peaceful slumber, for the first time in ages...

Her sleep was nightmare free.


	34. Epilogue

Epilogue

~_One month later~_

Apple Bloom was trying to focus on her school work, but it was hard when she already _knew _the stuff. Celestia... she spent an entire week as an adult once. She knew multiplication like the back of her hoof now.

When the school bell rang, she immediately gathered her things and ran out of the classroom. When she got to her locker, she saw Scootaloo waiting for her.

"Ya know, Ah think Ah hate school," Apple Bloom said, making Scootaloo laugh.

"I always hated school," Scootaloo admitted, "Come on, Sweetie Belle and the others are waiting for us."

When they got outside, they saw Sweetie Belle talking to Silver Spoon and Diamond Tiara. They looked excited, at least, Sweetie Belle and Silver Spoon did. Diamond Tiara didn't look like she cared too much.

"Apple Bloom, Scootaloo, guess what Silver Spoon just told me!" Sweetie Belle said happily.

"I don't know, I can't read minds," Scootaloo said sarcastically.

"A princess is coming to stay here in Ponyville!"

"Are ya serious?" Apple Bloom asked.

"My dad told me about it!" Silver Spoon said, "She's supposed to be making a big speech in the town square around now!"

"This is _major_!" Apple Bloom shouted, now just as excited as her friends.

"So why aren't _you_ jumping for joy?" Scootaloo asked Diamond Tiara.

"Because it's not like we're ever going to talk to her," Diamond Tiara said, "I bet she's really stuck up."

"You'd know _all_ about that," Scootaloo said sarcastically. Diamond Tiara stuck her tongue at Scootaloo.

"Come on, play nice you two," Silver Spoon said. Apple Bloom shook her head. Even though the five of them were friends now, those two never got over their differences.

"Let's see if we can get a closer look at her!" Sweetie Belle suggested. Even if they weren't all as enthusiastic as Sweetie Belle, they ran off to the town square.

* * *

><p>"Greetings, ponies of Ponyville," the princess said, "You are probably all wondering, why is a princess moving into Ponyville? Well, I actually have a few reasons.<p>

"Last month, I learned things about myself that I wish I hadn't, and I did things that I wish I could take back. Judging by some of the looks on your faces, there are a few ponies that remember that month, and know what I am talking about. Before you knew me as I am now, I was living a simple life here as one of you, but in an instant that life was shattered. Truth is, I don't think I was ever truly meant to live a simple life.

"I am not here to make excuses for myself. My main reason for coming here is because I feel that this place is my real home. I spent time in Canterlot for a while, but the longer I stayed there the more I missed my home here, and my friends. Friends that I am pleased to see are all here.

"There were other reasons for me being here, but none of them matter to me right now. At the time, all I really want right now is to ask for the forgiveness of the ponies who suffered from my... issues last month, and for my friends to accept my apology. That is all."

As she finished her speech, she looked around in the crowd at her friends. Fluttershy and Macintosh were both smiling at her. Spike was holding onto Rarity lovingly, both of them beaming at her. Rainbow Dash closed her eyes with a relieved smile on her face, and Pinkie Pie next to her jumped up and down gleefully. In the back she saw the Cutie Mark Crusaders and their two new members all waving to her (well, four of them were. Diamond Tiara was just looking away uninterested). The princess looked to her side and saw Applejack walking up the stairs to her. The two of them locked eyes for a few seconds, but then Applejack hugged her.

"Welcome home... Twilight..."

She said nothing in response. Twilight, now wearing the same golden jewelery as Princess Celestia, returned the embrace of her best friend, letting her tears of joy speak for themselves. There was a loud cheer afterwards, but as her friends were all coming up and exchanging loving words with her now, she couldn't have cared less about the ponies cheering.

Home... She was finally home...

* * *

><p>In the outskirts of Ponyville, Twilight had a monument erected in honor of a fallen friend.<p>

_Trixie Lulamoon_

_AKA, The Great and Powerful Trixie_

_Her only crime was loving too much_

_R.I.P_

**And there you have it. My greatest piece of work. Thank you all so much for reading this. I hope that you liked it from beginning to end. I plan on expanding on a few things with a couple of One Shots.**

**Thanks again everypony. I love all of you.**


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